IDFC LIMITED

IDFC L IMITE D
www.idfclimited.com 26th Annual Report
info@idfclimited.com
2022-23
REGISTERED OFFICE CORPORATE OFFICE
Capitale Tower, 4th Flr., 906/907, Embassy Centre,
555 Anna Salai, 9th Floor,
Thiru Vi Ka Kudiyiruppu, Jamnalal Bajaj Road,
Teynampet, Nariman Point,
Chennai - 600 018 Mumbai – 400 021
TEL: +91 (44) 4564 4201 / 4202 / 4223 TEL: +91 (22) 2282 1549
SAVE PAPER,
SAVE TREES,
SAVE THE EARTH.
370,000+ Shareholders have already
registered their email id.

The Companies Act, 2013, as a part of Green Initiative, allows companies to go for
paperless compliances by sending Notice, Annual Report and other related documents
by e-mail to it’s Shareholders. Many of the Shareholders have registered their e-mail
address and we thank them for the same. Shareholders, who have not registered their
e-mail address so far or wish to change their e-mail address may, as a support to this
initiative, register their e-mail address by sending an e-mail to ‘info@idfclimited.com’,
quoting their Name, Folio No. / DP ID / Client ID and e-mail address to be registered
with us for enabling us to send documents in electronic form. Also, registering your
e-mail address with us will ensure that we directly connect with you and no important
communication from our side is missed by you as a Shareholder of the Company.

Those members who have not registered their email addresses with the Company’s
RTA / Depository Participants, as the case may be, are requested to visit https://ris.
kfintech.com/email_registration/ and follow the process as mentioned on the landing
page to receive the Annual Report, AGM Notice and Voting Instructions. In case of any
queries, Shareholder may write to einward.ris@kfintech.com.
CONTENTS
CHAIRMAN’S STATEMENT ......................................................................................................... 4

COMPANY INFORMATION .......................................................................................................... 6

BOARD’S REPORT ........................................................................................................................ 8

MANAGEMENTDISCUSSION &ANALYSIS ........................................................................... 32

CORPORATE GOVERNANCE REPORT .................................................................................. 38

BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORT (BRSR)......................................................................................54

MD & CFO CERTIFICATE ........................................................................................................... 76

INDEPENDENT SECRETARIAL AUDITORS’ CERTIFICATE

ON CORPORATE GOVERNANCE ........................................................................................ 77

STANDALONE FINANCIAL STATEMENTS WITH

AUDITORS’ REPORT ............................................................................................................... 78

CONSOLIDATEDFINANCIAL STATEMENTSWITH
AUDITORS’REPORT ..............................................................................................................135

IDFC FINANCIAL HOLDING COMPANY LIMITED ............................................................. 201

AGM NOTICE ............................................................................................................................. 244

 CHAIRMAN’S
STATEMENT
Dear Shareholders,
As I reflect upon the extra-ordinary
journey we have embarked on together,
I am truly overwhelmed and humbled by
the events of the past 12 months.
Towards creating value for you - Our
Shareholders - we have now fully exited
from all our businesses except our holding
in IDFC FIRST Bank Limited (“IDFC FIRST
Bank”). During the year, we successfully
completed (i) merger of three wholly
owned subsidiaries of IDFC Limited
(“IDFC”) with IDFC, (ii) sale of IDFC Asset
Management Company and IDFC AMC
Trustee Company to Bandhan consortium,
and (iii) divestment of IDFC Foundation
with underlying two joint venture
entities i.e. Delhi Integrated Multi-Modal
Transit System Limited (“DIMTS”) and
Infrastructure Development Corporation
(Karnataka) Limited (“iDeCK”).
4 | IDFC ANNUAL REPORT 2022–23
Truly extraordinary achievements in the
past year which made it possible to take
the final step i.e., merger of IDFC and
IDFC Financial Holding Company Limited
(“IDFC FHCL”) with IDFC FIRST Bank.
Notwithstanding macro and geopolitical
challenges during the last fiscal, the
IDFC Mutual Fund sale transaction was
executed most efficiently at a valuation
comparable to the best in the industry
(valuation of Rs. 4,500 crore, gross of
taxes). The sale was subject to various
regulatory approvals which got completed
on January 31, 2023.
Most of the sale proceeds were utilized
to subscribe to a preferential offer made
by IDFC FIRST Bank to provide growth
capital for the Bank and to also increase
our stake in the Bank from 36.49% to
39.99% investing about Rs. 2,200 crore (at
price of about Rs. 58/- per share of the
Bank) and the Board declared a special
dividend of Rs. 11/- per share which was
paid in February 2023. Thus, IDFC paid a
total Rs. 12 per share as dividend during
the fiscal year 2023 amounting to Rs.
1,920 crore.
Post above steps, we moved quickly
towards the last lap. The Board of
Directors of all three entities i.e. IDFC,
IDFC FHCL & IDFC FIRST Bank at their
respective meetings held on July 3, 2023
approved the amalgamation of IDFC
FHCL and IDFC with IDFC FIRST Bank
and approved a Share Exchange Ratio
of 155 Equity Shares of IDFC FIRST Bank
for every 100 Equity Shares of IDFC. The
amalgamation is subject to the receipt of
all regulatory approvals including stock
exchanges, SEBI, RBI, CCI & others as
applicable.
N Shah was appointed as the Managing
Director. Mr. Mahendra led a very skeleton
team and worked hard on completion
of the remaining task of corporate
simplification. Mr. Mahendra was ably
assisted by Mr. Bipin Gemani who has
been the CFO of IDFC and the Board has
now recommended to elevate him as a
Whole Time Director and CFO, subject to
your approval at the AGM.
Our Bank continues to do well and its
foundation is built on customer-first
principles. It continues to invest in laying
a strong, modular and contemporary
technology architecture that will enable
efficiency, resilience, and growth.
Our Bank recorded a PAT of Rs. 2,437
crore in FY 23, with strong Capital
Adequacy of 16.82%. The quarterly net
profit grew 134% YOY from Rs. 343 crore

Barring any unforeseen circumstances, in Q4-FY22 to Rs. 803 crore in Q4-FY23

driven by strong growth in core operating
we believe the proposed amalgamation
income.
should be completed in 9-12 months
period. On completion, IDFC will cease to
I take this opportunity to thank all our
exist and we, the Board of IDFC, would
6 employees for their relentless efforts
have achieved our objective to realize the
during this year.
best value for you – Our Shareholders. It’s
a matter of great satisfaction for all of us.
Finally, I wish to thank each one of you -
Our valued Shareholders, for placing your
Consequently, the holding company
faith and confidence in us. I look forward
discount has come down from over
to your continued guidance & support.
30% to about 10 - 12%. The market cap
of IDFC which was at around Rs. 8,000
Warmly,
crore a year ago, has now increased to
Rs. 18,000 crore after paying Rs. 1,920
crore as dividend. I am simply humbled
by this experience. Anil Singhvi
Independent Non-Executive Chairman
July 17, 2023
During the fiscal year, the balance sheet
size increased from Rs. 9,416 crore as on
March 31, 2022 to Rs. 9,570 crore as on
March 31, 2023. Profit after tax and other
comprehensive income was higher at
Rs. 2,029 crore for FY 23 as compared to
Rs. 53 crore in FY 22. The net worth of
IDFC increased from Rs. 9,391 crore as on
March 31, 2022 to Rs. 9,518 crore as on
March 31, 2023.

During the year, on 30th September,

2022, Mr. Sunil Kakar completed his
tenure as MD & CEO and Mr. Mahendra

CHAIRMAN’S S TAT E M E N T | 5
 COMPANY
INFORMATION

BOARD OF DIRECTORS
MR. ANIL SINGHVI
Independent Non-Executive Chairman

DR. JAIMINI BHAGWATI

Independent Director

MS. ANITA BELANI

Independent Director

MR. AJAY SONDHI

Independent Director

MS. RITU ANAND

Independent Director
(till August 15, 2022)

MR. SUNIL KAKAR

Managing Director & CEO
(till September 30, 2022)

MR. MAHENDRA N. SHAH

Managing Director (w.e.f. October 01, 2022)
Managing Director – Designate
(w.e.f. August 24, 2022 till September 30, 2022)

MR. BIPIN GEMANI

Whole Time Director & CFO
(w.e.f. July 17, 2023)

6 | IDFC ANNUAL REPORT 2022–23

 OFFICES REGISTERED OFFICE
CHENNAI
CORPORATE OFFICE
MUMBAI
4th Floor, Capitale Tower, 906/907, 9th Floor, Embassy Centre,
555 Anna Salai, Thiru Vi Ka Kudiyiruppu, Jamnalal Bajaj Road,
Teynampet, Chennai - 600 018 Nariman Point, Mumbai – 400 021
TEL: +91 44 4564 4201 / 4202 / 4223 TEL: +91 22 2282 1549

CORPORATE CIN: L65191TN1997PLC037415

www.idfclimited.com
INFORMATION info@idfclimited.com

REGISTRAR AND SHARE

STATUTORY AUDITORS
TRANSFER AGENT
KKC & Associates LLP
KFin Technologies Limited
(previously, Khimji Kunverji & Co LLP),
(formerly known as KFin Technologies
Chartered Accountants
Private Limited)
(Unit: IDFC Limited)
Selenium Tower B,
PRINCIPAL BANKER Plot Nos. 31 & 32,
IDFC FIRST Bank Limited Financial District, Nanakramguda,
Serilingampally Mandal,
Hyderabad - 500 032, India.
COMPANY SECRETARY TEL: +91 40 6716 1512
Ms. Shivangi M. Mistry EMAIL: einward.ris@kfintech.com

C O M PA N Y I N F O R M AT I O N | 7
 BOARD’S
REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the

Twenty-Sixth Annual Report on the business and
operations of the Company together with the
audited financial statements, prepared under
Ind-AS, for the financial year ended March 31, 2023.

OPERATIONS REVIEW
Effective October 1, 2015 post demerger
of Financing Undertaking into IDFC FIRST
Bank Limited (earlier known as IDFC
Bank) (“IDFC FIRST Bank” or “the Bank”),
IDFC Limited (“IDFC” or “the Company”)
is operating as an NBFC – Investment
Company mainly holding investment in
IDFC Financial Holding Company Limited
(“IDFC FHCL”) which is a non-operative
financial holding company. IDFC FHCL
in turn holds investments in IDFC FIRST
Bank Limited. IDFC has minimal business
operations and its main focus is to simplify
corporate structure and unlock value for
shareholders. During the year, Balance
Sheet size increased from Rs. 9,416.45
crore as on March 31, 2022 to Rs. 9,570.64
crore as on March 31, 2023. Profit after
tax and other comprehensive income was
higher at Rs. 2,029.00 crore for FY23 as
compared to Rs. 53.88 crore in FY22. Net
worth of the Company increased from
Rs. 9,391.06 crore as on March 31, 2022 to
Rs. 9,518.64 crore as on March 31, 2023.
During the year, the Company transferred
Rs. 405.83 crore to Special Reserve u/s
45-IC of Reserve Bank of India (“RBI”)
Act, 1934. Details of business overview
and outlook of the Company and its
subsidiaries are appearing in the chapter
Management Discussion and Analysis
which forms part of this report.
DIVIDEND
The Board of Directors at its meeting
held on February 01, 2023 declared a
special dividend of Rs.11/- per share. The
same was paid on February 23, 2023. The
Board also at its meeting held on April
06, 2022 declared an interim dividend of
Re. 1/- per share. The same was paid to the
Shareholders on May 02, 2022. The Board
has not recommended any final dividend
for FY 23.
DIVIDEND DISTRIBUTION
POLICY
In accordance with the Regulation 43A of
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI
LODR Regulations”), IDFC had formulated
a Dividend Distribution Policy. The policy
was adopted to set out the parameters
and circumstances that will be considered
by the Board in determining the
distribution of dividend to its Shareholders
and / or retaining profits earned by the
Company. The said policy is hosted on
the website of the Company and can
be viewed at http://www.idfclimited.
com/investor_ relations/corporate_
governance_policies.htm.
SUBSIDIARY COMPANIES
The Company has one domestic direct
subsidiary & three associate companies
as on March 31, 2023 which are given in
Table 1.

8 | IDFC ANNUAL REPORT 2022–23

CORPORATE SIMPLIFICATION
DURING THE YEAR
Sale of IDFC Asset
Management Company Limited
(IDFC AMC) and IDFC AMC
Trustee Company Limited
(IDFC AMC Trustee)
The Board of Directors of IDFC and
the Board of Directors of IDFC FHCL
at their respective meetings held on
April 06, 2022, had inter alia considered
binding bids received in connection with
divestment of IDFC AMC along with IDFC
AMC Trustee and had approved sale of
the entire shareholding of IDFC AMC
and IDFC AMC Trustee held by IDFC
FHCL to a consortium comprising of
Bandhan Financial Holding Limited, Lathe
Investment Pte. Ltd. (affiliate of GIC),
Tangerine Investments Limited and Infinity
Partners (affiliates of ChrysCapital). On
July 07, 2022, the Shareholders of IDFC
through postal ballot had approved the
divestment/ sale/ disposal of the IDFC
AMC (material subsidiary of IDFC) and
IDFC AMC Trustee.
The aforesaid transaction was completed
on January 31, 2023 after receipt of
all necessary regulatory approvals
and completion of mutually agreed
closing related actions. On sale of IDFC
AMC & IDFC AMC Trustee, IDFC FHCL
(a wholly owned subsidiary of IDFC
Limited) received sale consideration of
Rs. 4,490.50 crore. The sale proceeds of
Rs. 4,490.50 crore were utilised to:
(a) pay income tax of approx.: Rs. 350.00
crore;
(b) subscribe to preferencial offer made
by IDFC FIRST Bank @ Rs. 58.18 per
share to take our holding in IDFC
FIRST Bank from 36.4% to 39.99%,
Rs. 2,200.00 crore;
O1 SUBSIDIARY / ASSOCIATE COMPANIES
SR.
NO. NAME OF THE SUBSIDIARY / ASSOCIATES
Domestic Subsidiary
i. IDFC Financial Holding Company Limited (“IDFC FHCL”)
Associates
i. IDFC FIRST Bank Limited
ii. IDFC FIRST Bharat Limited
iii. Jetpur Somnath Tollways Private Limited
(c) pay dividend to IDFC’s Shareholders
Rs. 1,760.00 crore.
As a result of the sale, IDFC AMC and
IDFC AMC Trustee ceased to be a part of
IDFC Group Companies with immediate
effect. Subsequently, on April 19, 2023
name has been changed from IDFC
Asset Management Company Limited to
Bandhan AMC Limited and IDFC AMC
Trustee Company Limited to Bandhand
Mutual Fund Trustee Limited.
MERGER OF THREE WHOLLY
OWNED SUBSIDIARIES
In order to simplify corporate structure
and to bring synergy, the Board of
Directors (‘the Board’) of IDFC at its
meeting held on November 09, 2021
had inter alia considered and approved
the Scheme of Amalgamation of IDFC
Alternatives Limited (the Transferor
Company 1), IDFC Trustee Company
Limited (Transferor Company 2) and IDFC
Projects Limited (Transferor Company 3)
(wholly owned subsidiary Companies)
into IDFC (Transferee Company) subject
to regulatory approvals from various
authorities, as applicable. The Registrar
of Companies, Chennai upon receipt of
the proposed scheme and Form CAA-9
has intimated the Transferor Company 1,
the Transferor Company 2, the Transferor
Company 3, and the Transferee Company
that it has no observations/suggestions to
the Scheme of Amalgamation vide letter
dated February 01, 2022. On February
06, 2022, the Shareholders of IDFC
through postal ballot had approved the
aforesaid Scheme of Amalgamation. The
Official Liquidator attached to the Madras
High Court has intimated the Transferor
Company 1, the Transferor Company 2 and
the Transferor Company 3 that it has no
observations/suggestions to the Scheme
DIRECT / INDIRECT SUBSIDIARY /
ASSOCIATES
Direct
Indirect through IDFC FHCL
Indirect through IDFC FIRST Bank
Indirect through IDFC Limited
of Amalgamation vide letter dated March
24, 2022.
The aforesaid scheme was approved
and sanctioned by the Hon’ble National
Company Law Tribunal, Chennai bench
vide Order dated November 22, 2022
(‘NCLT Order’). The captioned Scheme of
Amalgamation has become operative from
December 09, 2022 (‘Effective Date’).
As on March 31, 2023, IDFC Alternatives
Limited, IDFC Trustee Company Limited
and IDFC Projects Limited ceased to exist.
IDFC FOUNDATION
On October 28, 2022, IDFC had entered
in to “Deed of Donation” for Donation
of entire equity stake held in IDFC
Foundation by IDFC to Upajeevan
Sangathan Foundation (a “Not for profit”
organisation within the meaning of
section 8 of the Companies Act, 2013).
With divestment of IDFC Foundation,
Delhi Integrated Multi - Modal Transit
System Limited (DIMTS) and Infrastructure
Development Corporation (Karnataka)
Limited (iDeCK), both these two joint
venture entities have also been divested.
As on March 31, 2023, IDFC Foundation
ceased to be subsidiary company of IDFC.
PROPOSED MERGER OF IDFC,
IDFC FHCL AND IDFC FIRST
BANK
The Boards of IDFC, IDFC FHCL and IDFC
FIRST Bank at their respecting meetings
held on December 30, 2021 have accorded
in-principle approval to merge IDFC and
IDFC FHCL with IDFC FIRST Bank. The
Board of directors of IDFC and IDFC FHCL
at their respective meetings held on March
18, 2023 approved: (a) Appointment of
SSPA & CO., Chartered Accountants as
registered valuer for recommendation of
fair share exchange ratio (b) Appointment
% OF SHAREHOLDING
100%
39.99%
39.99%
26%
BOARD’S REPORT | 9
 of Axis Capital Limited for issuance of
fairness opinion on the share exchange
ratio (c) Appointment of Cyril Amarchand
Mangaldas - Law Firm for conducting due
diligence, drafting and finalizing scheme
of amalgamation and filing regulatory
applications.
Based on recommendations and report of
the Audit Committee and the Independent
Directors’ Committee, the Board of
Directors of IDFC and IDFC FHCL, at their
respective meetings held on July 3, 2023,
have Inter alia, approved a composite
Scheme of Amalgamation, (“the
Scheme”) which inter alia envisages the
amalgamation of: (i) IDFC FHCL into and
with IDFC; and (ii) IDFC into IDFC FIRST
Bank, and their respective shareholders,
under Sections 230 to 232 of the Act and
other applicable laws including the rules
and regulations (“Proposed Transaction”).
The Scheme is subject to the receipt of
requisite approvals from: (i) the Reserve
Bank of India (“RBI”), (ii) Securities
and Exchange Board of India (“SEBI”),
(iii) Pension Fund Regulatory and
Development Authority, (iv) Competition
Commission of India (“CCI”), (v) National
Company Law Tribunal, (vi) BSE Limited
and the National Stock Exchange of
India Limited (collectively, the “Stock
Exchanges”), and (vii) other statutory and
regulatory authorities, and the respective
Shareholders, under applicable law.
The share exchange ratio for the
amalgamation of IDFC with and into IDFC
FIRST Bank shall be 155 equity shares
(credited as fully paid up) of face value of
Rs. 10/- (Indian Rupees Ten) each of IDFC
FIRST Bank for every 100 fully paid-up
equity shares of face value of Rs. 10/-
(Indian Rupees Ten) of IDFC.
As per the Scheme, (i) “Appointed date
1” means close of business hours on the
day immediately preceding the Effective
Date for the merger of IDFC FHCL into
and with IDFC, and (ii) “Appointed Date 2”
means opening of business hours on the
Effective Date for merger of IDFC into IDFC
FIRST Bank. The Scheme shall be operative
from the Effective Date (as defined in the
Scheme).
10 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
CONSOLIDATED FINANCIAL
STATEMENTS
The Board of Directors of IDFC reviews
the affairs of its subsidiary companies
regularly. In accordance with the
provisions of Section 129(3) of the
Companies Act, 2013 (“the act”), the
Company has prepared Consolidated
Financial Statements including requisite
details of the subsidiary. Further, a
statement containing the salient features
of performance and financial positions
of all the subsidiary companies /
associates/ joint ventures in the format
AOC-I is appended as Annexure 1. In
accordance with Section 136 of the
Act, the Audited Financial Statements
together with the Consolidated Financial
Statements and related information of
the Company and audited accounts of
each subsidiary company are available
on the website of the Company: www.
idfclimited.com. Detailed analysis of the
performance of IDFC and its businesses,
including initiatives in the areas of
Risk Management, Human Resources,
have been presented in the section on
Management Discussion & Analysis which
forms part of this Annual Report.
PARTICULARS OF EMPLOYEES
AND RELATED DISCLOSURES
IDFC had 7 employees as on March 31,
2023. In terms of the provisions of Section
197(12) of the Act, read with Rules 5(2) and
5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to
time, a statement showing the names and
other particulars of the employees drawing
remuneration in excess of the limits set out
in the said rules is provided in this Annual
Report. Having regard to the provisions
of the first proviso to Section 136(1) of
the Act, the Annual Report excluding the
aforesaid information is being sent to the
Shareholders of the Company. The said
information is available for inspection at
the Registered Office and Corporate Office
of the Company during working hours and
any Member interested in obtaining such
information may write to the Company
Secretary and the same will be furnished
on request. Disclosure pertaining to
remuneration & other details as required
under section 197(12) of the Act, read with
Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014, as amended from
time to time, are appended as Annexure 2.
SHARE CAPITAL UPDATE
During the year, the Company issued and
allotted 35,48,494 equity shares to eligible
employees of IDFC on exercise of options
granted under Employee Stock Option
Scheme 2016 (“IDFC ESOS -2016”). As on
March 31, 2023, the total paid up capital of
IDFC was 1,59,99,84,436 equity shares of
Rs. 10/- each.
MANAGEMENT DISCUSSION
ANALYSIS AND REPORT ON
CORPORATE GOVERNANCE
In compliance with Regulation 34 of SEBI
LODR Regulations, separate detailed
chapters on Management Discussion &
Analysis, Report on Corporate Governance
and Additional Shareholder Information
forms part of this Annual Report.
BUSINESS RESPONSIBILITY
AND SUSTAINABILITY REPORT
As per Regulation 34(2)(f) of SEBI LODR
Regulations and Notifications issued from
time to time, a separate report called
Business Responsibility and Sustainability
Report (“BRSR”) describing the initiatives
taken by IDFC from an environmental,
social and governance perspective which
forms part of this Annual Report and also
hosted on the website of the Company i.e.
www.idfclimited.com.
PUBLIC DEPOSITS
During FY23, your Company has not
accepted any deposits from the public
within the meaning of the provisions of
the Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve
Bank) Directions, 1998 or under Chapter V
of the Act.
PARTICULARS OF LOANS,
GUARANTEES AND
INVESTMENTS
Post demerger of financing undertaking
into IDFC Bank w.e.f. October 1, 2015,
IDFC is registered with RBI as NBFC –
Investment Company. Being an investment
company, the provisions of Section 186 of
the Act are not applicable to IDFC. Hence,
the requisite details of loans, guarantees
and investments are not given.
VIGIL MECHANISM / WHISTLE
BLOWER POLICY
IDFC has put in place a Whistle Blower
Policy, which includes reporting to the
Management instances of unethical
behaviour, actual or suspected fraud
or violation of the Company’s Code of
Conduct. The Audit Committee directly
oversees the Vigil Mechanism. The
provisions of the policy are also in line
with the provisions of Section 177 (9) &
(10) of the Act. The details of Whistle
Blower Policy / Vigil Mechanism are
posted on the website of the Company:
www.idfclimited.com. There were no
instances reported during the year.
FOREIGN EXCHANGE
There were no foreign exchange earnings or
expenditure during the year under review.
PARTICULARS REGARDING
CONSERVATION OF
ENERGY AND TECHNOLOGY
ABSORPTION
Since the Company does not carry
out any manufacturing activity, the
particulars regarding conservation of
energy, technology absorption and other
particulars as required by Section 134(3)
(m) of the Act read with the Companies
(Accounts) Rules, 2014 are not applicable
to IDFC.
DIRECTORS AND KEY
MANAGERIAL PERSONNEL
The Board of IDFC at its Meeting held on
August 14, 2019 had appointed
Ms. Ritu Anand (DIN: 05154174) as an
Additional Director in the category of
Independent Director (“ID”) w.e.f. August
16, 2019. At the 22nd AGM held on
September 30, 2019, the Shareholders
of the Company had approved her
appointment as an ID for a period of three
(3) consecutive years w.e.f. August 16, 2019
till August 15, 2022. Accordingly, Ms. Ritu
Anand had completed her term of 3 (three)
consecutive years at the close of business
hours on August 15, 2022 and hence,
ceased to be an ID of the IDFC. The Board
places on record its sincere appreciation for
the valuable contribution by her.
The Nomination and Remuneration
Committee and the Board of Directors of
IDFC, at their respective meetings held on
August 24, 2022 accepted the resignation
of Mr. Mahendra N Shah as the Company
Secretary and Compliance Officer of IDFC
at the close of business hours on August
24, 2022. The Board also approved an
appointment of Mr. Mahendra N Shah
(DIN: 00124629) as the Managing
Director-Designate of the Company with
immediate effect.
Further, based on recommendation of
Nomination and Remuneration Committee,
the Board of Directors of the Company
appointed Ms. Shivangi Mistry as the
Company Secretary and Compliance
Officer of the Company w.e.f. August
25, 2022 as designated Key Managerial
Personnel in place of Mr. Mahendra N Shah.
Mr. Sunil Kakar was appointed as the
Managing Director & Chief Executive
Officer (“MD & CEO”) of IDFC in the
capacity of Key Managerial Personnel for
a period of 3 years with effect from July
16, 2017. At the 20th AGM of the Company
held on July 28, 2017, the Shareholders
of the Company appointed Mr. Sunil
Kakar (DIN: 03055561), as the MD & CEO,
designated Key Managerial Personnel of
the Company for a period of three (3)
years w.e.f. July 16, 2017. Based on the
recommendation of the Nomination and
Remuneration Committee, the Board of
Directors of the Company, at its meeting
held on June 25, 2020 approved the
re-appointment of Mr. Sunil Kakar as the
MD & CEO of IDFC from July 16, 2020 till
September 30, 2022 subject to approval
of the Shareholders. The Shareholders of
the Company vide a special resolution
passed at its 23rd AGM held on September
25, 2020, re-appointed Mr. Sunil Kakar
(DIN: 03055561) as the MD & CEO of
IDFC w.e.f. July 16, 2020 till September
30, 2022. The term of Mr. Sunil Kakar as
the MD & CEO of the Company ended at
the close of business hours on September
30, 2022. The Board places on record
its sincere appreciation for the valuable
contribution by him.
The Shareholders of the Company, at its
25th AGM held on September 27, 2022,
B O A R D ’ S R E P O R T | 11
 approved appointment of Mr. Mahendra
N Shah (DIN: 00124629) as the Managing
Director with effect from October 01,
2022 till September 30, 2023. Accordingly,
Mr. Mahendra N Shah was designated as
the Managing Director in the capacity of
Key Managerial Personnel of the Company
with effect from October 01, 2022.
The current term of Mr. Mahendra N Shah
will expire on September 30, 2023.
The Shareholders of the Company, at its
23rd AGM held on September 25, 2020,
appointed Mr. Ajay Sondhi (DIN: 01657614)
as Non-executive Independent Director
for a period of 3 (three) consecutive
years, from w.e.f. November 08, 2019. The
Nomination and Remuneration Committee
of the Company, at its meeting held on
November 07, 2022, recommended the
re-appointment of Mr. Ajay Sondhi as ID
w.e.f. November 08, 2022 till conclusion of
the 26th AGM of the Company to be held
for FY23. Based on the recommendation
of the Nomination and Remuneration
Committee, the Board of Directors
of the Company at its meeting held
on November 11, 2022 approved and
proposed to Members, the re-appointment
of Mr. Ajay Sondhi as ID w.e.f. November
08, 2022 till conclusion of the 26th AGM
of the Company to be held for FY 23. The
Shareholders of the Company through
Postal Ballot dated February 07, 2023,
approved the re-appointment of Mr. Ajay
Sondhi as ID w.e.f. November 08, 2022
till conclusion of the 26th AGM of the
Company to be held for FY 23.
In accordance with the provisions of
Section 152 of the Act, Mr. Mahendra N
Shah (DIN: 00124629) would retire by
rotation at the ensuing AGM and being
eligible, offers himself for re-appointment.
Based on recommendation of Nomination
and Remuneration Committee, the
Board of Directors of the Company, at
its meeting held on July 17, 2023, re-
appointed Mr. Mahendra N. Shah (DIN:
00124629) as the Managing Director w.e.f.
October 01, 2023 till September 30, 2024
subject to approval of the Shareholders of
the Company.
12 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
Further, based on recommendation of
Nomination and Remuneration Committee
and Audit Committee, the Board of
Directors of the Company at its meeting
held on July 17, 2023, appointed Mr.
Bipin Gemani (DIN: 07816126) as the
Whole Time Director and Chief Financial
Officer w.e.f. July 17, 2023 till Septemeber
30, 2024 subject to approval of the
Shareholder of the Company.
Approval of the Shareholders is sought for
re-appointment of Mr. Mahendra N. Shah
and appointment of Mr. Bipin Gemani at
the ensuing AGM.
FRAMEWORK FOR
APPOINTMENT OF DIRECTORS
The Company has in place a framework for
Board Diversity, Fit & Proper Criteria and
Succession Planning for appointment of
Directors on the Board of the Company.
DECLARATION OF
INDEPENDENCE
The Company has received a declaration
from all IDs that they meet the criteria of
independence specified under Section
149 of the Act, read with Rule 5 of the
Companies (Appointment and Qualification
of Directors) Rules, 2014 and Regulation
16(1)(b) of SEBI LODR Regulations for
holding the position of ID and that they
shall abide by the “Code for Independent
Directors” as per Schedule IV of the Act.
Pursuant to IICA, Companies (Accounts)
Amendments Rules, 2019 Companies
(Creation and Maintenance of Databank
of Independent Directors) Rules, 2019 and
Companies (Appointment and Qualification
of Directors) Fifth Amendment Rules,
2019 dated 22nd October, 2019, all IDs
on the Board of the Company completed
registration on Data Bank.
SPECIAL BUSINESS
The Board of Directors recommends the
following items under special business
for approval of the Shareholders at the
ensuing AGM:
i. Re-appointment of Mr. Mahendra N
Shah as the Managing Director.
ii. Payment of the remuneration to
Mr. Mahendra N Shah as the Managing
Director.
iii. Appointment of Mr. Bipin Gemani as
the Whole Time Director and Chief
Financial Officer.
iv. Payment of Remuneration to
Mr. Bipin Gemani as the Whole Time
Director and Chief Financial Officer.
SHAREHOLDERS’ UPDATE
BOARD AND ITS COMMITTEES
During the year, 12 Board Meetings
and 5 Audit Committee Meetings were
held. The Audit Committee was re-
constituted on August 24, 2022. The
Committee is chaired by Mr. Anil Singhvi
(DIN: 00239589) and has Mr. Ajay
Sondhi (DIN: 01657614) and Ms. Anita
Belani (DIN: 01532511) as its Members.
All the recommendations made by the
Audit Committee during the year were
accepted by the Board. The details of the
constitution and meetings of the Board,
Audit Committee and other Committees
held during the year are provided in the
Corporate Governance Report, which
forms part of this Annual Report.
BOARD EVALUATION
Pursuant to SEBI LODR Regulations and
the Act, the process indicating the manner
in which formal annual evaluation of the
Chairman, Directors, Board as a whole
and Board level committee is given in
the Corporate Governance Report, which
forms part of this Annual Report.
NOMINATION &
REMUNERATION COMMITTEE /
REMUNERATION POLICY
The Company has a policy in place
for identification of independence,
qualifications and positive attributes
of Directors. IDFC has put in place a
Remuneration Policy for the Directors, Key
Managerial Personnel, Senior Management
and Other Employees. The remuneration
of the Executive Director and KMPs are
recommended by NRC to the Board for its
approval.
AUDITORS
STATUTORY AUDITORS
At the 24th AGM of the Company held
on September 22, 2021, the Shareholders
had approved the appointment of KKC &
Associates LLP (previously, Khimji Kunverji
& Co LLP), Chartered Accountants, (FRN
105146W/W-100621) as the Statutory
Auditors for a period of 3 years to hold
office from the conclusion of the 24th
AGM till the conclusion of the 27th AGM
of the Company. KKC has confirmed that
they are not disqualified from continuing
as Statutory Auditors of the Company for
FY 24.
COST AUDIT
In terms of the Section 148 of the
Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014,
the Company is not required to undertake
cost audit.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204
of the Act and Rule 9 of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the
Company had appointed Bhandari &
Associate, Company Secretaries to
undertake the Secretarial Audit of the
Company for FY23. The Secretarial Audit
Report is appended as Annexure 3.
There are no qualifications or observations
or adverse remarks made by the Statutory
Auditors in their report. However,
qualifications / observations / adverse
remark made by Secretarial Auditors are
mentioned on page no. 20.
COMPLIANCE WITH
SECRETARIAL STANDARDS
Pursuant to the Secretarial Standard-I
issued by the Institute of Company
Secretaries of India pertaining to Board
of Directors, the Company confirms that
all applicable Secretarial Standards have
been duly complied with during the period
under review.
INTERNAL CONTROL SYSTEMS
The Company has in place, adequate
systems of Internal Control to ensure
compliance with policies and procedures.
It is being constantly assessed and
strengthened with new / revised standard
operating procedures and tighter
Information Technology controls. Internal
Audit of the Company is regularly carried
out. The Audit Reports of Internal Auditors
i.e. M/s Grant Thornton India LLP (“GT”)
B O A R D ’ S R E P O R T | 13
along with their recommendations and
implementation contained therein are
regularly reviewed by the Audit Committee.
GT verified the key Internal Financial
Control by reviewing key controls
impacting financial reporting and overall
risk management procedures of the
Company and found the same satisfactory.
Subsequently, it was placed before the
Audit Committee of the Company.
RISK MANAGEMENT POLICY
IDFC as a group, has a robust risk
management practice that enables it
to book, manage and mitigate risks
in all its businesses. The Company
has a comprehensive Enterprise Risk
Management framework which has been
adopted across all entities in the group
and covers all three types of risks—credit,
market and operational risks. The Board
through its Risk Management & IT Strategy
Committee monitors and reviews risk
management of the group on a regular
basis. The details of Risk Management
Framework are provided in Management
Discussion and Analysis.
MATERIAL CHANGES AND
COMMITMENT AFFECTING
FINANCIAL POSITION OF THE
COMPANY
There are no material changes and
commitments, affecting the financial
position of IDFC which has occurred
between the end of FY23 and the date of
this Board’s report.
INSTANCES OF FRAUD
REPORTED BY THE AUDITORS
There have been no instances of fraud
reported by the Auditors under Section
143(12) of the Act.
SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE
REGULATORS / COURTS /
TRIBUNALS
During the year under review, the Scheme
of Amalgamation of IDFC Alternatives
Limited (the Transferor Company 1), IDFC
Trustee Company Limited (the Transferor
Company 2) and IDFC Projects Limited
(the Transferor Company 3) (wholly
owned subsidiary Companies) into IDFC
14 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
Limited (Transferee Company) was
approved and sanctioned by the Hon’ble
National Company Law Tribunal, Chennai
bench vide Order dated November 22,
2022 (‘NCLT Order’). Apart from above
there were no significant and material
orders passed by the Regulators / Courts/
Tribunals.
PROCEEDINGS UNDER
INSOLVENCY AND
BANKRUPTCY
During the year under review, the
Company has not made any application
nor any proceeding pending against
the Company under the Insolvency and
Bankruptcy Code, 2016.
ANTI SEXUAL HARASSMENT
POLICY
The Company has in place the policy on
Anti Sexual Harassment. The Company
undertakes ongoing trainings to create
awareness on this policy. There were no
instances of Sexual Harassment that were
reported during the period under review.
The Company has constituted an Internal
Complaints Committee for redressal
of complaints and to prevent sexual
harassment.
DIRECTORS’ RESPONSIBILITY
STATEMENT
To the best of their knowledge and belief
and according to the information and
explanations obtained by them, your
Directors make the following statements in
terms of Section 134(3)(c) of the Act:
➢ In that in the preparation of the
annual financial statements for the
year ended March 31, 2023, the
applicable accounting standards
have been followed along with
proper explanation relating to
material departures, if any;
➢ In that such accounting policies
have been selected and applied
consistently and judgement and
estimates have been made that are
reasonable and prudent so as to give a
true and fair view of the state of affairs
of the Company as at March 31, 2023
and of the Profit of the Company for
the year ended on that date;
➢ In that proper and sufficient care
has been taken for the maintenance
of adequate accounting records in
accordance with the provisions of
the Act for safeguarding the assets
of the Company and for preventing
and detecting fraud and other
irregularities;
➢ In that the annual financial
statements have been prepared on a
going concern basis;
➢ In that proper internal financial
controls were in place and that the
financial controls were adequate and
were operating effectively;
➢ In that systems to ensure compliance
with the provisions of all applicable
laws were in place and were
adequate and operating effectively.
GREEN INITIATIVE
In accordance with the ‘Green Initiative’,
the Company has been sending the Annual
Report / Notice of AGM in electronic mode
to those Shareholders whose e-mail Ids
are registered with the Company and / or
the Depository Participants. Your Directors
are thankful to the Shareholders for their
active participation in this Green Initiative.
ANNUAL RETURN
The Annual Return of the Company
has been placed on the website of
the Company www.idfclimited.com in
compliance with the provisions of section
134(3)(a) read with section 92(3) and the
Rules made thereunder.
CORPORATE SOCIAL
RESPONSIBILITY
The Corporate Social Responsibility
(“CSR”) was re-constituted on October
17, 2022. Mr. Anil Singhvi was inducted as
the Member of the CSR Committee w.e.f.
October 17, 2022. The CSR Committee
consists of three Directors:
i. Dr. Jaimini Bhagwati (DIN: 07274047),
Chairman
ii. Mr. Ajay Sondhi (DIN: 01657614),
Member
iii. Mr. Anil Singhvi (DIN: 00239589),
Member
The disclosure of contents of the
Corporate Social Responsibility
Policy of the Company as prescribed
in the Companies (Corporate Social
Responsibility Policy) Rules, 2014 forms
part of the Board’s Report and appended
as Annexure 4.
RELATED PARTY
TRANSACTIONS
The Company has in place the policy on
Related Party Transactions and the same
has been uploaded on the website of the
Company i.e. www.idfclimited.com. In
all related party transactions that were
entered into during the financial year, an
endeavor was made consistently that they
were on an arm’s length basis and were in
the ordinary course of business. IDFC has
always been committed to good corporate
governance practices, including matters
relating to Related Party Transactions.
Since all related party transactions entered
into by the Company were in the ordinary
course of business and were on an arm’s
length basis, Form AOC-2 is not applicable
to the Company. No Material Related Party
Transactions, i.e. transactions exceeding
10% of the annual consolidated turnover
of the Company as per the last audited
financial statements, were entered during
the year by your Company.
EMPLOYEE STOCK OPTION
SCHEME
Pursuant to the resolution passed by the
Members through Postal Ballot dated June
25, 2016, IDFC introduced IDFC Employee
Stock Option Scheme, 2016 (“IDFC ESOS
2016”) to enable the employees of IDFC
and its subsidiaries to participate in the
future growth and financial success of the
Company. The Scheme is in compliance
with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations,
2021.
of the option. The fair value so determined
is charged to profit & loss account as
employee benefit expense over the vesting
period of the grant.
Disclosures as required under the SEBI
(Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, have
been hosted on the Company’s website:
www.idfclimited.com which forms part of
this Annual Report.
ACKNOWLEDGEMENTS
We are grateful to the Government of
India, State Governments, RBI, SEBI, Stock
Exchanges, various Ministries and other
domestic and overseas regulatory bodies
for their continuous collaboration and
support. We would like to thank all our
Shareholders, Banks for their co-operation
and assistance during the year under
review.
We would like to express our deep sense
of appreciation for the hard work and
efforts put in by the employees at all levels
of the Group.
FOR AND ON BEHALF OF THE BOARD
ANIL SINGHVI
Independent Non-Executive Chairman
Mumbai | July 17, 2023

The Company determines the fair value

of options using the black scholes model
which considers the exercise price, the
term of the option, share price at grant
date, expected price volatility, dividend
yield and risk-free interest rate for the term

B O A R D ’ S R E P O R T | 15
 AOC - I STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF
ANNEXURE SUBSIDIARIES / ASSOCIATES / JOINT VENTURES
[Pursuant to first proviso to sub-section 3 of Section 129 of the Act, read with Rule 5 of the Companies
(Accounts) Rules 2014]

PART A SUBSIDIARIES

SR.
NO. NAME OF SUBSIDIARY COMPANIES CAPITAL RESERVES TOTAL ASSETS TOTAL LIABILITIES

1 IDFC Financial Holding Company Limited 9,029.24 1,756.19 10,822.44 37.01

(Previous Year) 9,029.24 418.94 9,504.77 56.59
2 IDFC Asset Management Company Limited - - - -
(till January 31, 2023)
(Previous Year) 2.68 215.62 358.96 140.66
3 IDFC IEH Conservative Fund (till October 06, 2022) - - - -
(Previous Year) 43.14 (0.57) 42.93 0.37
4 IDFC Foundation (till October 27, 2022) - - - -
(Previous Year) 13.00 (1.29) 13.04 1.33
5 IDFC AMC Trustee Company Limited (till January 31, 2023) - - - -
(Previous Year) 0.05 0.42 0.55 0.08
6 IDFC Investment Managers (Mauritius) Limited ^ - - - -
(till January 31, 2023)
(Previous Year) 4.31 (4.00) 0.36 0.05
^ Exchange rate as on January 31, 2023
Average Rate : 1 USD = ` 80.22
Figures of ` 50,000 or less have been denoted by ß.

Part B ASSOCIATES AND JOINT VENTURES Rs. IN CRORE

JETPUR SOMNATH
SR. IDFC FIRST BANK IDFC FIRST TOLLWAYS PRIVATE
NO. NAME OF ASSOCIATES/JOINT VENTURES LIMITED BHARAT LIMITED LIMITED
1 Latest audited Balance Sheet Date March 31, 2023 March 31, 2023 March 31, 2023
2 The date since when Associate/Joint Ventures was acquired October 21, 2014 October 13, 2016 January 11, 2011
3 Shares/Units of Associate/Joint Ventures held by the company on
the year end
Numbers of shares/units 2,64,64,38,348 22,31,998 4,26,37,400
Amount of Investment in Associates/Joint Venture 10,550.76 232.40 132.19
Extend of Holding % 39.99% 39.99% 26.00%
Associate Associate Associate
4 Description of how there is significant influence
(see note 1) (see note 1) (see note 2)
5 Reason why the associate/joint venture is not consolidated NA NA See note 3
Net worth attributable to Shareholding as per latest audited
6 10,822.21 50.59 7.07
Balance Sheet
7 Profit / (Loss) for the year
i. Considered in Consolidation 993.67 18.29 -
i. Not Considered in Consolidation - - 0.65
Note 1: IDFC FIRST Bank Limited and IDFC FIRST Bharat Limited are Associates of IDFC Financial Holding Company Limited.
IDFC FIRST Bank Limited is considered as an associate under IndAS 28. Further, IDFC FIRST Bharat Limited is a 100%
subsidiary of IDFC FIRST Bank Limited.
Note 2: Jetpur Somnath Tollways Private Limited is an Associate Company of IDFC Limited.
Note 3: Losses to the extent of investment in Associate have already been fully absorbed, so entity is no more consolidated.

16 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 Rs. IN CRORE
OTHER TOTAL % OF SHAREHOLDING
PROFIT BEFORE PROVISION COMPREHENSIVE COMPREHENSIVE PROPOSED
INVESTMENTS TURNOVER TAX FOR TAX INCOME INCOME DIVIDEND (%) PREFERENCE EQUITY

10,550.76 173.06 3,634.39 367.14 - 3,267.25 - - 100%

9,284.34 340.24 333.82 42.41 - 291.41 - - 100%
- 303.52 117.28 29.66 1.53 89.14 - 0%

256.98 397.91 233.59 57.60 0.87 176.86 - 99.96%

- 0.31 (0.29) (0.01) - (0.28) - - 0%
38.37 1.74 0.50 (0.12) - 0.63 - - 69.54%
- - 0.06 - - 0.06 - - 0%
10.00 5.71 (34.29) - 0.02 (34.27) - - 100%
- 0.50 0.02 0.01 (0.00) 0.01 - - 0%
- 0.60 0.18 0.05 ß 0.13 - - 100%
- - (0.47) - - (0.47) - - 0%

- - (0.53) - - (0.53) - - 99.96%

For and on behalf of the Board of Directors of

IDFC Limited
CIN: L65191TN1997PLC037415

Anil Singhvi Mahendra N. Shah Bipin Gemani Shivangi Mistry

Non-Executive Chairman Managing Director Chief Financial Officer Company Secretary
(DIN: 00239589) (DIN: 00124629) (PAN: AACPG6412A) (ACS: 52174)
Mumbai, May 04, 2023 Mumbai, May 04, 2023 Mumbai, May 04, 2023 Mumbai, May 04, 2023

B O A R D ’ S R E P O R T | 17
 2
RATIO OF DIRECTOR REMUNERATION TO EMPLOYEE MEDIAN REMUNERATION
ANNEXURE The ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of
sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and as amended from time to time.
i. The ratio of the remuneration of each
Director to the median remuneration
of the employees for the financial
v.
year.
The ratio of the remuneration of the
MD to the median remuneration of the
employees of IDFC Limited for FY23
was 14x.
ii. The percentage increase in
remuneration of each Director, CFO,
CEO, CS in the financial year
MD – Not Applicable*
CFO – Nil
CS – Not Applicable*
iii. The percentage increase in the
median remuneration of employees in
the financial year
The median pay increase for eligible
employees was 0.5%.
iv. The number of permanent employees
on the rolls of the Company.
18 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
There were 7 employees of the
Company as on March 31, 2023
Average percentile increase already
made in the salaries of employees
other than the managerial personnel
in the last financial year and its
comparison with the percentile
increase in the managerial
remuneration and justification
thereof and point out if there are
any exceptional circumstances
for increase in the managerial
remuneration;
Average percentile increase for
Managerial Personnel for the last
financial year was 7%. Average
percentile increase for employees
other than the Managerial Personnel
for the last financial year was 20%.
The average percentile increase in the
remuneration of employees compared
to increase in remuneration of Key
Managerial Personnel as per the
Act is in line with the compensation
benchmark study and the performance
of the Company over a period of time.
There is no exceptional increase in the
Managerial Remuneration.
vi. Affirmation that the remuneration is
as per the remuneration policy of the
Company.
We confirm.
Note: The Non-Executive Directors of the Company
are entitled for sitting fee and commission
as per the statutory provisions and within
the limits approved by the Shareholders. The
details of remuneration of Non-Executive
Directors are provided in the Corporate
Governance Report. The ratio of remuneration
and percentage increase for Non-Executive
Directors Remuneration is therefore not
considered for the purpose above.
* appointed during the year
 3
SECRETARIAL AUDIT REPORT
ANNEXURE For the Financial Year Ended 31st March 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
IDFC Limited
CIN: L65191TN1997PLC037415
We have conducted the Secretarial Audit
of the compliance of applicable statutory
provisions and the adherence to good
corporate practices by IDFC LIMITED
(hereinafter called “the Company”).
Secretarial Audit was conducted in a
manner that provided us a reasonable
basis for evaluating the corporate
conducts/statutory compliances and
expressing our opinion thereon.
Based on our verification of the
Company’s books, papers, minute books,
forms and returns filed and other records
maintained by the Company and also the
information provided by the Company,
its officers, agents and authorized
representatives during the conduct of
Secretarial Audit, we hereby report that in
our opinion, the Company has, during the
audit period covering the financial year
ended March 31, 2023 complied with the
statutory provisions listed hereunder and
also that the Company has proper Board-
processes and compliance mechanism
in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers,
minute books, forms and returns filed and
other records maintained by the Company
for the financial year ended March 31, 2023
according to the provisions of:
i. The Companies Act, 2013 (the Act)
and the rules made thereunder;
ii. The Securities Contracts (Regulation)
Act, 1956 (‘SCRA’) and the Rules
made thereunder;
iii. The Depositories Act, 1996 and the
Regulations and Bye-laws framed
thereunder;
iv. Foreign Exchange Management Act,
1999 and the rules and regulations
made thereunder to the extent of
Foreign Direct Investment, Overseas
Direct Investment and External
Commercial Borrowings#.
v. The following Regulations and
Guidelines prescribed under the
Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’):-
a. The Securities and Exchange
Board of India (Substantial
Acquisition of Shares and
Takeovers) Regulations, 2011;
b. The Securities and Exchange
Board of India (Prohibition of
Insider Trading) Regulations,
2015;
c. The Securities and Exchange
Board of India (Issue of Capital
and Disclosure Requirements)
Regulations, 2018#;
d. The Securities and Exchange
Board of India (Share Based
Employee Benefits and Sweat
Equity) Regulations, 2021;
e. The Securities and Exchange
Board of India (Issue and Listing
of Non-Convertible Securities)
Regulations, 2021#;
f. The Securities and Exchange
Board of India (Registrars to an
Issue and Share Transfer Agents)
Regulations, 1993 to the extent
of provisions dealing with client
and referring to the Companies
Act, 2013;
g. The Securities and Exchange
Board of India (Delisting of
Equity Shares) Regulations,
2021#; and
h. The Securities and Exchange
Board of India (Buy-back of
Securities) Regulations, 2018#;
# The Regulations or Guidelines, as the
case may be were not applicable for the
period under review.
The list of Acts, Laws and Regulations
specifically applicable to the Company are
given below:
vi. Reserve Bank of India Guidelines for
Licensing of New Banks in the Private
Sector, 2013.
vii. Systemically Important Non-Banking
Financial (Non-Deposit Accepting
or Holding) Companies Prudential
Norms (Reserve Bank) Directions,
2015.
We have also examined compliance with
the applicable clauses of the following:
i. Secretarial Standards issued by The
Institute of Company Secretaries of
India.
ii. The Securities and Exchange
Board of India (Listing Obligations
and Disclosure Requirements)
Regulations, 2015, [“Listing
Regulations”].
During the period under review, the
Company has complied with the provisions
of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above to the
extent applicable except in respect of the
followings:
i. The Company did not have requisite
number of directors on its Board
during the period from August
16, 2022 to August 23, 2022 and
October 01, 2022 to March 31, 2023
as required under Regulation 17(1)(c)
of Listing Regulations.
ii. The Risk Management Committee
did not have requisite number of
members during the period from
August 16, 2022 to August 23, 2022 as
required under Regulation 21 of Listing
Regulations. Further, the gap between
two meetings of Risk Management
Committee held on May 6, 2022 and
November 11, 2022 exceeded one
hundred and eighty days.
iii. The Company did not have requisite
number of members in its Corporate
Social Responsibility Committee
during the period from October 1,
2022 to October 16, 2022 as required
under section 135(1) of Companies
Act, 2013.
iv. The Company on October 17, 2022,
has transferred equity shares in
respect of which dividend has not
been paid or claimed for seven
consecutive years to the Investor
Education and Protection Fund.
However, the said transfer was
required to be done within thirty
days from September 3, 2022,
pursuant to section 124 of the
Companies Act, 2013.
B O A R D ’ S R E P O R T | 19
 3
SECRETARIAL AUDIT REPORT (contd.)
ANNEXURE For the Financial Year Ended 31st March, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
We further report that –
Subject to the foregoing, the Board
of Directors of the Company is duly
constituted with proper balance of
Executive Directors, Non-Executive
Directors and Independent Directors. The
changes in the composition of the Board
of Directors that took place during the
period under review were carried out in
compliance with the provisions of the
Act. There was no director on the Board
who was liable to retire by rotation under
section 152 (6) of the Act at the Annual
General Meeting held on September 27,
2022.
Adequate notice was given to all Directors
to schedule the Board Meetings, agenda
and detailed notes on agenda were
sent at least seven days in advance
for meetings other than those held at
shorter notice, and a system exists for
seeking and obtaining further information
and clarifications on the agenda items
before the meeting and for meaningful
participation at the meeting.
During the period under review, decisions
of the Board of Directors of the Company
were carried through unanimously and
no dissenting views were observed, while
reviewing the minutes.
We further report that there are adequate
systems and processes in the Company
commensurate with the size and
operations of the Company to monitor and
20 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
ensure compliance with applicable laws,
rules, regulations and guidelines.
We further report that during the audit
period, the Company has undertaken
following events/actions in order to
simplify corporate structure and maximize
value for shareholders of the Company:
i. The Board of Directors of IDFC
Limited and the Board of Directors
of IDFC Financial Holding Company
Limited (“IDFC FHCL”) at their
respective meetings held on April
06, 2022, had inter alia considered
binding bids received in connection
with divestment of IDFC Asset
Management Company Limited
(“IDFC AMC”) along with IDFC AMC
Trustee company Limited (“IDFC
AMC Trustee”) and had approved
sale of the entire shareholding of
IDFC AMC and IDFC AMC Trustee
held by IDFC FHCL to a consortium
comprising of Bandhan Financial
Holding Limited, Lathe Investment
Pte. Ltd. (affiliate of GIC), Tangerine
Investments Limited and Infinity
Partners (affiliates of ChrysCapital).
The aforesaid transaction was
completed on January 31, 2023. On
sale of IDFC AMC and IDFC AMC
Trustee, IDFC FHCL (wholly owned
subsidiary of IDFC Limited) received
sale consideration of INR 4,490.50
crore.
ii. The Scheme of Amalgamation of
IDFC Alternatives Limited, IDFC
Trustee Company Limited and IDFC
Projects Limited (wholly owned
subsidiary companies) into the
Company under Section 233 of the
Companies Act, 2013 was approved
and sanctioned by the Hon’ble
National Company Law Tribunal,
Chennai Bench vide Order dated
November 22, 2022 and Scheme of
Amalgamation has become effective
from December 09, 2022.
iii. The Company had entered into
“Deed of Donation” for donating the
entire equity stake held by it in IDFC
Foundation to Upajeevan Sangathan
Foundation (both the companies
registered under section 8 of the
Act). The said transaction was
completed on October 28, 2022.
For Bhandari & Associates
Company Secretaries
Firm Registration No: P1981MH043700
Manisha Maheshwari
Partner
ACS No: 30224
C P No. : 11031
Mumbai | May 04, 2023
ICSI UDIN: A030224E000253128
This report is to be read with our letter of
even date which is annexed as Annexure
‘A’ and forms an integral part of this report.
 3
SECRETARIAL AUDIT REPORT (contd.)
ANNEXURE For the Financial Year Ended 31st March, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]

ANNEXURE A - TO THE SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

To, the processes and practices, we 6. The Secretarial Audit report is

The Members,
IDFC Limited
CIN: L65191TN1997PLC037415
Our Secretarial Audit Report for the
Financial Year ended March 31, 2023 of
even date is to be read along with this
letter.
1. Maintenance of secretarial records is
the responsibility of the management
of the Company. Our responsibility
is to express an opinion on these
secretarial records based on our audit.
followed provide a reasonable basis
for our opinion.
3. We have not verified the correctness
and appropriateness of financial
records and books of accounts of the
Company.
4. Where ever required, we have
obtained the Management
representation about the compliance
of laws, rules and regulations and
happening of events etc.
neither an assurance as to the future
viability of the company nor of the
efficacy or effectiveness with which
the management has conducted the
affairs of the Company.
For Bhandari & Associates
Company Secretaries
Firm Registration No: P1981MH043700
Manisha Maheshwari
Partner
ACS No: 30224; CP. No: 11031
Mumbai | May 04, 2023
ICSI UDIN: A030224E000253128

2. We have followed the audit practices 5. The compliance of the provisions

and processes as were appropriate to
obtain reasonable assurance about
the correctness of the contents of the
secretarial records. The verification
was done on test basis to ensure
that correct facts are reflected in
secretarial records. We believe that
of Corporate and other applicable
laws, rules, regulations, standards is
the responsibility of management.
Our examination was limited to the
verification of procedures on test
basis.

B O A R D ’ S R E P O R T | 21
 3A
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
ANNEXURE
Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

To,
The Members
IDFC Limited
4th Floor, Capitale Tower,
555 Anna Salai,
Thiru vi kudiyiruppu,
Teynampet, Chennai,
Tamil Nadu 600018.

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of IDFC Limited having CIN:
L65191TN1997PLC037415 and having registered office at 4th Floor, Capitale Tower, 555 Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet,
Chennai, Tamil Nadu - 600018 (hereinafter referred to as “the Company”), produced before us by the Company for the purpose of issuing
this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C, Clause 10(i) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended March 31, 2023 have
been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of
India, Ministry of Corporate Affairs or any such other Statutory Authority.

SR. NO. NAME OF THE DIRECTOR DIN DATE OF APPOINTMENT

1 Mr. Anil Chandanmal Singhvi 00239589 May 25, 2021

2 Dr. Jaimini Bhagwati 07274047 May 25, 2021

3 Ms. Anita Belani 01532511 November 09, 2021

4 Mr. Ajay Sondhi 01657614 November 08, 2019

5 Mr. Mahendra Narandas Shah 00124629 August 24, 2022

Ensuring the eligibility of / for the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.

For Bhandari & Associates

Company Secretaries
Firm Registration No: P1981MH043700

Manisha Maheshwari
Partner
ACS No.: 30224
C P No. : 11031
Mumbai | May 04, 2023
ICSI UDIN: A030224E000253183

22 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 3B
SECRETARIAL COMPLIANCE REPORT
ANNEXURE
For the financial year ended March 31, 2023
In terms of the Provisions of the SEBI Circular No. CIR/CFD/CHD1/27/2019 dated February 08, 2019 and
Regulation 24A of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015

To,
The Board of Directors
IDFC Limited
We, Bhandari & Associates, Company Secretaries have examined:

a) all the documents and records made available to us and explanation provided by IDFC Limited (“the Listed Entity”),
b) the filings/ submissions made by the Listed Entity to the stock exchanges,
c) website of the Listed Entity,
d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,
for the year ended March 31, 2023 (“review period”) in respect of compliance with the provisions of:
a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued
thereunder; and
b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines
issued thereunder by the Securities and Exchange Board of India (“SEBI”)

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include: -
a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“Listing
Regulations”];
b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018#;
c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d) Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018#;
e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021#;
g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
h) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client; and
i) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021#;

and circulars/ guidelines issued thereunder including the provisions of SEBI Circular CIR/CFD/CMD1/114/2019 dated October
18, 2019, in terms of Para 6(A) and 6(B) of the said circular.
#
The Regulations or Guidelines, as the case may be were not applicable to the listed entity for the review period.

Based on the above examination, we hereby report that, during the review period:

(a) The Listed Entity has complied with the provisions of the above regulations and circulars/ guidelines issued thereunder, except in
respect of matters specified below:-

B O A R D ’ S R E P O R T | 23
 SECRETARIAL COMPLIANCE REPORT (contd.)
For the financial year ended March 31, 2023

OBSERVA-
TIONS/
COMPLIANCE REMARKS
REQUIREMENT OF THE
(REGULATIONS/ PRACTI-
CIRCULARS / CING
GUIDELINES ACTION COMPANY
SR. INCLUDING REGULATION/ TAKEN TYPE OF DETAILS OF FINE SECRET-
NO. SPECIFIC CLAUSE) CIRCULAR NO. DEVIATIONS BY ACTION VIOLATION AMOUNT ARY MANAGEMENT RESPONSE REMA RKS
1. The board of Regulation The Listed None None The None None Due to completion of tenure of Mr. Sunil Kakar, the None
directors of the 17(1) entity did not composti- number of Directors on the Board of the Company
top 1000 listed (c) of Listing have requisite tion of reduced from 6 to 5. The focus of the Board and
entities shall Regulations. number of board of entire management team (KMPs) is to unlock value

24 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
comprise of not directors on its directors for the Company’s shareholders. The company is in
less than six Board during was not transition mode and the merger process with IDFC
directors. the period as per FIRST Bank will be initiated and completed within
from August Regulation next 6-9 months. Given the practical situation that
16, 2022 to 17(1)(c) the Company is only NBFC-I and does not have
August 23, of Listing any business, we are facing difficulty in appointing
2022 and Regulations. new director. In this regard, we have submitted
October 01, our representation to BSE and NSE vide our letter
2022 to March dated February 13, 2023, February 27, 2023 and
31, 2023. February 28, 2023 and email dated April 06, 2023
seeking waiver from the requirement of having 6
directors.
2. The Risk Regulation The Risk None None The None None The term of Ms. Ritu Anand ended on August 15, None
Management 21(2) of Management composti- 2022. Subsequently, Ms. Ritu Anand ceased to be
Committee Listing Committee tion of Risk member of Risk Committee, resulting reduction
of the listed Regulations. did not have Managem- in requisite number of members during the period
entity shall have requisite ent from August 16, 2022 to August 23, 2022.
minimum three number of Committee
members. members was not The Board at its meeting held on August 24, 2022,
during the as per reconstituted committee by inducting Ms. Anita
period from Regulation Belani in place of Ms. Ritu Anand.
August 16, 21(2) of
2022 to Listing
August 23, Regulations.
2022
3. The meetings Regulation The gap None None The gap None None Since IDFC is NBFC-I with minimal operation, there None
of the Risk 21(3C) of between between were no discussion pertaining to Risk. Therefore,
Management Listing two Risk two Risk Risk Committee meeting held on November 11,
Committee Regulations. Management Manage- 2022.
of the listed Committee ment
entity shall be meetings held Committee
conducted in on May 6, 2022 meetings
such a manner and November was not
that on a 11, 2022 as per
continuous exceeded one Regulation
basis not hundred and 21 of Listing
more than one eighty days. Regulations
hundred and
eighty days
shall elapse
between any
two consecutive
meetings.
 SECRETARIAL COMPLIANCE REPORT (contd.)
For the financial year ended March 31, 2023

b) The listed entity has taken the following actions to comply with the observations made in previous reports:

OBSERVA-
COMPLIANCE TIONS/
REQUIREMENT REMARKS
(REGULATIONS/ OF THE
CIRCULARS / PRACTI-
GUIDELINES CING
INCLUDING ACTION COMPANY
SR. SPECIFIC REGULATION/ TAKEN TYPE OF DETAILS OF FINE SECRET-
NO. CLAUSE) CIRCULAR NO. DEVIATIONS BY ACTION VIOLATION AMOUNT ARY MANAGEMENT RESPONSE REMARKS
th
1. The board of Regulation The listed None None The com- None None The Board of Directors at its meeting held on 25 None
directors of 17(1)(c) entity did not postition May 2021 had appointed Dr. Jaimini Bhagwati
the top 1000 of Listing have requisite of board of (DIN:- 07274047) and Mr. Anil Singhvi
listed entities Regulations. number of directors (DIN:-00239589) as Additional Directors in the
shall comprise directors on its was not as category of Independent Directors, subject to
of not less than Board during per Regu- receipt of other regulatory approvals. Hence, the
six directors. the period lation 17(1) Company had complied with the requirements
from March 26, (c) of Listing of Regulation 17(1)(c) of SEBI LODR Regulations,
2021 to May Regulations. 2015 and the composition of the Board was in
24, 2021 and compliance as on March 31, 2022.
September
23, 2021 to
November 08,
2021.

B O A R D ’ S R E P O R T | 25
SECRETARIAL COMPLIANCE REPORT (contd.)
For the financial year ended March 31, 2023

c) Additional Information:

COMPLIANCE OBSERVATIONS/
SR. STATUS REMARKS BY
NO. PARTICULARS (YES/NO/NA) PCS
Secretarial Standard
The compliances of the listed entity are in accordance with the applicable
1. Secretarial Standards issued by the Institute of Company Secretaries of India, Yes -
as notified by the Central Government under section 118(10) of the Companies
Act, 2013 and mandatorily applicable.
Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with the
approval of board of directors of the listed entities
2. Yes -
• All the policies are in conformity with SEBI Regulations and has been
reviewed & timely updated as per the regulations / circulars / guidelines
issued by SEBI
Maintenance and disclosures on Website:
• The Listed entity is maintaining a functional website
• Timely dissemination of the documents / information under a separate
3. section on the website Yes -
• Web-links provided in annual corporate governance reports under
Regulation 27(2) are accurate and specific which redirects to the
relevant document(s)/ section of the website
Disqualification of Director:
4. None of the Director of the Company are disqualified under Section 164 of Yes -
Companies Act, 2013
To examine details related to Subsidiaries of listed entities:
(a) Identification of material subsidiary companies
5. Yes -
(b) Requirements with respect to disclosure of material as well as other
subsidiaries.
Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under
6. Yes -
SEBI Regulations and disposal of records as per Policy of Preservation of
Documents and Archival policy prescribed under Listing Regulations.
Performance Evaluation:
The listed entity has conducted performance evaluation of the Board,
7. Yes -
Independent Directors and the Committees at the start of every financial
year/during the financial year as prescribed in Listing Regulations.
Related Party Transactions:
(a) The listed entity has obtained prior approval of Audit Committee for all
Related party transactions;
8. Yes -
(b) The listed entity has provided detailed reasons along with confirmation
whether the transactions were subsequently approved/ratified/rejected
by the Audit Committee, in case no prior approval has been obtained.
Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation
9. Yes -
30 alongwith Schedule III of Listing Regulations within the time limits
prescribed thereunder.
Listed entity has
Prohibition of Insider Trading: implemented system
10. The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI Yes based Structured Digital
(Prohibition of Insider Trading) Regulations, 2015 Database software w.e.f
March 09, 2023.
Actions taken by SEBI or Stock Exchange(s), if any:
No Actions taken against the listed entity/ its promoters/ directors /
11. subsidiaries either by SEBI or by Stock Exchanges (including under the Yes -
Standard Operating Procedures issued by SEBI through various circulars)
under SEBI Regulations and circulars/ guidelines issued thereunder
Additional Non-compliances, if any:
12. No any additional non-compliance observed for all SEBI regulation/circular/ Yes -
guidance note etc.

26 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
SECRETARIAL COMPLIANCE REPORT (contd.)
For the financial year ended March 31, 2023

Assumption and Limitation of Scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of
the management of the listed entity.
2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an
expression of opinion.
3. We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the listed entity.
4. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the
efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For Bhandari & Associates

Company Secretaries
Firm Registration No: P1981MH043700

Manisha Maheshwari
Partner
ACS No.: 30224; CP No.: 11031
Mumbai | May 04, 2023
UDIN: A030224E000253194

B O A R D ’ S R E P O R T | 27
 4
CORPORATE SOCIAL RESPONSIBILITY (CSR)
ANNEXURE

1. Brief outline on CSR Policy of the Company.

The CSR policy is to ensure that CSR activities are not performed in silos and that it be skillfully and inextricably woven into the fabric
of the Company’s business strategy for overall value creation for all stakeholders. IDFC Limited (“IDFC”) believes that profitability
must be complemented by a sense of responsibility towards all stakeholders with a view to make a material, visible and lasting
difference to the lives of disadvantaged sections of the people, preferably in the immediate vicinity in which the Company operates
but at the same time ensure widespread spatial distribution of its CSR activities Pan-India befitting its status as a conscientious
corporate citizen.
Section 135 of Companies Act, 2013 (“the Act”) read with Companies (Corporate Social Responsibility Policy) Rules 2014 requires
IDFC to mandatorily spend on CSR activities.
During the year, IDFC carried out CSR activities through 3 NGO’s incorporated under the Section 8 of the Act, 2013 (erstwhile Section
25 of the Companies Act, 1956). Details of these NGO’s are given below:
i. Social Action for Manpower Creation (SAMPARC)
ii. YosAid
iii. Tezpur Mahila Samity

The object of the CSR activities would seek to –

(a) serve the poor, Marginalized and underprivileged
(b) be sustainable
(c) meet needs of the larger community and society
(d) promoting healthcare including preventive healthcare
(e) promoting education
(f) disaster relief
The above mentioned 3 NGOs represent public charitable organization registered with appropriate authorities, there is no economic
interest flowing to any Board member / trustee and undertook the following CSR activities which fall within the ambit of the activities
listed in Schedule VII of the Act.
2. Composition of CSR Committee:

SR. NAME OF DIRECTOR * DESIGNATION / NATURE OF NUMBER OF MEETINGS OF CSR NUMBER OF MEETINGS OF CSR
NO. DIRECTORSHIP COMMITTEE HELD DURING THE COMMITTEE ATTENDED DURING
YEAR THE YEAR

1. Dr. Jaimini Bhagwati Chairman 1 1

2. Mr. Ajay Sondhi Member 1 1
3. Mr. Anil Singhvi Member 1 1
*The Corporate Social Responsibility (CSR) Committee was re-constituted on October 17, 2022. As on date, the CSR Committee
consists of three Directors namely, Dr. Jaimini Bhagwati as the Chairman, Mr. Ajay Sondhi and Mr. Anil Singhvi as its Members.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on
the website of the company. www.idfclimited.com
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).
Not applicable as the Company’s average CSR obligation has not more than Rs. 10 crore in the three immediately preceding financial
year as per Section 135 (5) of the Act.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and amount required for set off for the financial year, if any

SR. NO. FINANCIAL YEAR AMOUNT AVAILABLE FOR SET-OFF FROM AMOUNT REQUIRED TO BE SETOFF FOR THE
PRECEDING FINANCIAL YEARS (IN RS. CR.) FINANCIAL YEAR, IF ANY (IN RS. CR.)

1 NA NA NA
TOTAL

6. Average net profit of the company as per section 135(5): - Rs. 9.01 Crore

28 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 4
CORPORATE SOCIAL RESPONSIBILITY (CSR) (CONTD.)
ANNEXURE

7. (a) Two percent of average net profit of the company as per section 135(5): - Rs. 0.18 Crore
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: - Nil
(c) Amount required to be set off for the financial year, if any: Nil
(d) Total CSR obligation for the financial year (7a+7b-7c) - Rs. 0.18 Crore

8. (a) CSR amount spent or unspent for the financial year:

TOTAL AMOUNT SPENT AMOUNT UNSPENT (IN ` CR.)

FOR THE FINANCIAL YEAR.
(IN ` CR.) TOTAL AMOUNT TRANSFERRED TO UNSPENT AMOUNT TRANSFERRED TO ANY FUND SPECIFIED UNDER SCHEDULE VII AS PER
CSR ACCOUNT AS PER SECTION 135(6). SECOND PROVISO TO SECTION 135(5).

AMOUNT DATE OF TRANSFER NAME OF THE FUND AMOUNT DATE OF TRANSFER

0.18 Nil Nil Nil Nil Nil

(b) Details of CSR amount spent against ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)

SR. NAME OF THE ITEM FROM LOCAL LOCATION OF THE PROJECT PROJECT AMOUNT AMOUNT AMOUNT MODE OF MODE OF IMPLEMENTATION -
NO. PROJECT THE LIST OF AREA DURATION ALLOCATED SPENT TRANSFERRED TO IMPLEMEN- THROUGH IMPLEMENTING
ACTIVITIES IN (YES/ NO). FOR THE IN THE UNSPENT CSR TATION AGENCY
SCHEDULE VII TO PROJECT CURRENT ACCOUNT FOR THE - DIRECT
THE ACT. STATE DISTRICT (IN ` CR.) FINANCIAL PROJECT AS PER (YES/NO). NAME CSR REGISTRATION
YEAR (IN SECTION 135(6) NUMBER
` CR) (IN ` CR).

Promoting
gender
equality,
empowering
women, set-
ting up homes
and hostels
for women
Overall Care, and orphans;
education, setting up old
Maintenance age homes,
of orphan day care Maha-
1. Yes Pune 1 Year 0.10 0.10 Nil Yes SAMPARC CSR00003752
children at centres and rashtra
SAMPARC Bal such other
Asha Ghar facilities for
Center senior citizens
and measures
for reducing
inequalities
faced by
socially and
economically
backward
groups.

B O A R D ’ S R E P O R T | 29
 4
CORPORATE SOCIAL RESPONSIBILITY (CSR) (CONTD.)
ANNEXURE

Promoting
health care
Health Care Karna-
2. including Yes Bangalore 1 Year 0.01 0.01 Nil Yes YosAid CSR00000713
Initiatives taka
preventive
health

Vishakhapa-
Andhra tnam,
Health Care Whats app & Pradesh Vizianagaram, 3
No 0.04 0.04 Nil Yes YosAid CSR00000713
Initiatives IVRS & Telan- Kadapa, Months
gana Hyderabad,
Kurnool
Promoting
education,
including
special ed-
ucation and
employment
Financial enhancing
Support vocation
for the skills espe- Tezpur Mahila
3. Yes Assam Sonitpur 1 Year 0.03 0.03 Nil Yes CSR00052957
Activities of cially among Samity
Tezpur Mah- children,
ila Samity women, el-
derly and the
differently
abled and
livelihood en-
hancement
projects.
TOTAL 0.18 0.18

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2) (3) (4) (5) (6) (7) (8)

SR. NAME OF THE ITEM FROM THE LIST LOCAL AREA LOCATION OF THE PROJECT. AMOUNT MODE OF MODE OF IMPLEMENTATION - THROUGH
NO. PROJECT OF ACTIVITIES IN (YES/ NO). SPENT FOR THE IMPLEMENTATION - IMPLEMENTING AGENCY
SCHEDULE VII TO PROJECT DIRECT
THE ACT. (IN ` CR.) (YES/NO).
STATE. DISTRICT. NAME CSR REGISTRATION NUMBER

1. NA NA NA NA NA NA NA NA NA

TOTAL

(d) Amount spent in Administrative Overheads: - Nil

(e) Amount spent on Impact Assessment, if applicable: Nil

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 0.18 Crore

(g) Excess amount for set off, if any: Nil

30 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 4
CORPORATE SOCIAL RESPONSIBILITY (CSR) (CONTD.)
ANNEXURE

SR. PARTICULAR AMOUNT

NO. (IN RS. CR)
(i) Two percent of average net profit of the company as per section 135(5) 0.18
(ii) Total amount spent for the Financial Year 0.18
(iii) Excess amount spent for the financial year [(ii)-(i)] Nil
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Nil

9. (a) Details of Unspent CSR amount for the preceding the financial years:

SR. PRECEDING AMOUNT AMOUNT AMOUNT TRANSFERRED TO ANY FUND SPECIFIED UNDER AMOUNT REMAINING TO BE
NO. FINANCIAL TRANSFERRED SPENT IN THE SCHEDULE VII AS PER SECTION 135(6), IF ANY. SPENT IN SUCCEEDING FINANCIAL
YEAR TO UNSPENT CSR REPORTING YEARS. (IN RS. CR.)
ACCOUNT UNDER FINANCIAL
SECTION 135 (6) YEAR NAME OF THE AMOUNT DATE OF
(IN RS. CR.) (IN RS. CR.) FUND (IN RS. CR.) TRANSFER

1. NA NA NA NA NA NA NA

TOTAL

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

(1) (2) (3) (4) (5) (6) (7) (8) (9)

SR. PROJECT NAME OF FINANCIAL PROJECT TOTAL AMOUNT CUMULATIVE STATUS OF THE
NO. ID. THE YEAR IN DURATION AMOUNT SPENT ON THE AMOUNT SPENT PROJECT -
PROJECT WHICH THE ALLOCATED PROJECT IN AT THE END OF COMPLETED /
PROJECT WAS FOR THE THE REPORTING REPORTING ONGOING
COMMENCED PROJECT FINANCIAL FINANCIAL
(IN ` CR.). YEAR (IN ` CR.) YEAR. (IN ` CR.)

1. NA NA NA NA NA NA NA Ongoing
TOTAL

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent
in the financial year (asset-wise details).

(a) Date of creation or acquisition of the capital asset(s): NA

(b) Amount of CSR spent for creation or acquisition of capital asset.: NA

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.: NA

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).: NA

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).

Mr. Anil Singhvi Dr. Jaimini Bhagwati

Director Chairman of CSR Committee
Mumbai: May 04, 2023 New Delhi: May 04, 2023

B O A R D ’ S R E P O R T | 31
 MANAGEMENT
DISCUSSION &
ANALYSIS
Business environment during the fiscal
continued to remain challenging with
inflationary headwinds forcing regulators
across the world to raise interest rates and
tighten liquidity and geopolitical tensions
further exacerbating challenges by
disrupting supply chains and constraining
availability of resources globally. During the
fiscal India navigated these challenges well
and in the coming years, with abatement
of these macro headwinds hopefully, the
India growth story should gain further
momentum and be back on track.
IDFC LIMITED
Current Status
Post demerger of Financing Undertaking
into IDFC FIRST Bank Limited (“IDFC
FIRST Bank” or “the Bank”), IDFC Limited
(“IDFC”) is registered with the Reserve
Bank of India as an NBFC - I. It has
minimal business operations and it holds
investments in IDFC FIRST Bank through
its wholly owned subsidiary IDFC Financial
Holding Company Limited (“IDFC FHCL”
or “IDFC NOHFC”). IDFC FHCL owns
39.99% in IDFC FIRST Bank. IDFC and IDFC
FIRST Bank are two listed entities of IDFC
Group. IDFC does not have any business
operations.
During the year, Balance Sheet size
increased from Rs. 9,416.45 crore as on
March 31, 2022 to Rs. 9,570.54 crore as on
32 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
March 31, 2023. Profit after tax and other
comprehensive income was higher at
Rs. 2,029.29 crore for FY 2022-23 as
compared to Rs. 53.88 crore in FY 2021-22.
Net worth of the Company increased from
Rs. 9,391.06 crore as on March 31, 2022 to
Rs. 9,518.93 crore as on March 31, 2023.
CORPORATE SIMPLIFICATION
AND CREATING VALUE FOR
SHAREHOLDERS
Our corporate structure in the beginning
of the fiscal was as given on the next page:
In continuation of our journey of
simplifying corporate structure, following
steps were taken during the year:
✔ Divestment of IDFC Foundation
along with i.e. Delhi Integrated
Multi-Modal Transit System
Limited (“DIMTS”) & Infrastructure
Development Corporation
(Karnataka) Limited (“IDeCK”).
✔ Merger of three wholly owned
subsidiaries i.e. IDFC Alternatives
Limited, IDFC Projects Limited and
IDFC Trustee Company Limited with
IDFC Limited completed during the
year.
✔ Sale of IDFC Asset Management
Company (“IDFC AMC”) and IDFC
AMC Trustee Company to Bandhan
Consortium.
 IDFC Limited Corporate Structure in the begining of Fiscal
✔ Subscribed to Preferential offer made
by the Bank to increase IDFC holding
in Bank to 39.99%.
✔ Special dividend to IDFC
shareholders at Rs.11/- per share and
same was paid in February 2023.
✔ Interim dividend to IDFC
Shareholders at Re. 1/- per share and
same was paid in May 2022.
✔ The simplified corporate structure is
given in the last column on this page.
As the last step of the journey, the Board
of Directors of IDFC, IDFC FHCL and
IDFC FIRST Bank at their respective
meetings held on July 03, 2023, have
interalia approved Composite Scheme
of Amalgamation (“the Scheme”) which
inter alia envisages the amalgamation
of: (i) IDFC FHCL into and with IDFC;
and (ii) IDFC into IDFC FIRST Bank, and
their respective shareholders, under
Sections 230 to 232 of the Act and other
applicable laws including the rules and
regulations (“Proposed Transaction”).
subject to statutory and regulatory
approvals.
OVERVIEW OF GROUP
IDFC Limited
COMPANY
Simplified Corporate Structure
at the end of Fiscal
IDFC FIRST Bank
Key Highlights of FY 2022-23
Our bank was focused on creating a
strong platform during the initial years
by consolidating and strengthening the
balance sheet through growing assets at
a calibrated pace and hastening deposit
growth. We moderated overall loan growth
during initial years and grew deposits
as a faster pace. This phase focused on
consolidation is now complete. A strong
foundation has been built to launch into a
growth phase focused on profitability and
asset quality from here on.
Financials
Our fee income is well diversified. We have
launched and scaled up many fee-based
products in the last 4 years. Many of these
products are in the early stage of their
lifecycle and have the potential to grow
significantly going forward. 91% of the
fee income & other income is from retail
banking operations which is granular and
sustainable.
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S | 3 3
 IDFC FIRST Bank: Key highlights of FY23

IDFC FIRST Bank: Balance Sheet

34 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 IDFC FIRST Bank: Profit & Loss Account
During the last three years we had to
make significant investments in building
liabilities and credit card franchise Despite
this, the cost income issue has come down
from 95% to 72% because of the strong
incremental unit economics at the bank
which is allowing the bank to make the
investments as mentioned above. If the
high cost legacy borrowings are replaced
with current cost of funds, the cost to
income for FY23 would be 69.68%. Cost to
income will further come down with scale.
Our core pre-provisioning operating
profit has improved despite investment
in growing the bank. As the retail lending
business is profitable with more than 20%
incremental ROE, we’re able to absorb the
expenses needed to invest for building
the bank. In Q4-FY23, the Core PPOP was
at 2.36% (annualized) as a % of average
assets, as compared to 1.86% in Q4-FY22.
Our core PPOP (NII + Fees excluding
Trading Gains – Opex) grew by 67% as
compared to balance sheet growth of 26%
in FY23. This demonstrates the power
of incremental profitability in all our
businesses.
This phenomenon has played out to bring
in growth in core PPOP every quarter and
we expect it to continue over the next few
years till we reach sustainable ROA / ROE
levels as comparable to the industry.
Adjusting for the one-time items in Q4-
FY23, the annualized ROA would have
been 1.23% and the annualized ROE would
have been 12.30% in Q4-FY23, which has
improved from 6.67% in Q4-FY22.
In the last 5 years, the Infrastructure
financing book as % of overall Loans &
Advances has come down from 36.7% to
2.9% as of March 31, 2023.
The significant and growing part of the
book, i.e. the Retail and commercial
business financing business has low
NPA levels because of high-quality
underwriting, credit bureaus, technology,
cash-flow based lending capabilities.
Asset Quality in the Corporate Book too is
strong with adequate PCR of 99.84%.
We expect infrastructure book to wind
down in due course, hence the Bank level
NPA excluding Infrastructure at 1.84% and
0.46% is relevant point to note.
Further, the retail and commercial book is
well diversified.
Commercial Finance consists of Loans to
small business owners and entrepreneurs
through products like business installment
loans, micro business loans, small business
working capital, commercial vehicle, trade
advances etc. with most loans < Rs. 5 crore.
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S | 3 5
Loans & Advances are net of IBPC,
Consumer Loans include personal loans,
education loan, consumer durable loan
and cross sell.
Liabilities
The Bank provides high levels of
customer service and becoming a brand
with a reputation as a clean and ethical
institution, which has helped us grow our
deposit base.
The deposits of 31st March 2023 includes
Rs. 2,131 crore of Current Account Deposits
received for short term during the closing
days of FY23 from large Government
Banking client. Without the same, the
CASA balance would be Rs. 69,852 crore
as of 31-Mar-23, 37% YoY growth.
We reduced deposit rates in 2021 from
7% earlier to 4% up to Rs. 10,00,000. Yet,
our deposit growth continues to be strong
based on strong service levels and image
as a clean ethical institution. Without the
Rs. 2,131 crore current account mobilized
in March 2023 from Government Banking
client as mentioned earlier, the CASA Ratio
would be 49.0% as of 31-Mar-23.
Total Customer Deposits (Retail Deposits
+ Wholesale Deposits) has grown strongly
by 4 Year CAGR (Mar-19 to Mar-23) of 36%.
Without the Rs. 2,131 crore current account
 Capital Adequacy
mobilized in March 2023 from Government
Banking client as mentioned earlier, the
total customer deposits would be
Rs. 134,681 crore, growth of 44% on
YoY basis.
We have transformed the liability profile
in 4 years from wholesale to retail
The Retail wholesale Deposits mix has
changed from 27 : 73 in Dec-18 to 76 : 24
in Mar-23. Strong growth in retail deposits
has significantly reduced dependency
of the Bank on the wholesale deposits.
Certificate of Deposits (short term money)
has come down from Rs. 28,754 crores as
of March 31, 2019 to Rs. 7,826 crores as of
March 31, 2023, while the total customer
deposit base grew from Rs. 40,504 crore
to Rs. 1,36,812 crore in this period.
Our strong growth in retail deposits has
reduced our dependence on wholesale
deposits and has provided greater stability
to our liabilities.
SMA 1 is the overdue portfolio in Bucket
31-60 days, and SMA 2 is the overdue
portfolio in 61-90 days. SMA 1 (31-60 days
overdue) and SMA 2 (61-90 days overdue),
put together are around 1.1% of the Book
in retail & commercial segment. Based
on this, we expect a lower level of NPA
formation in future.
Here we share the Gross and Net NPA of
individual products in Retail & Commercial
Finance. Most of the products have GNPA
ratio at less than 2% and NNPA ratio
at less than 1% as a result of stringent
36 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
underwriting and risk management
described earlier. NPA of Loan Against
Property is higher because it includes
impact of restructuring due to COVID. NPA
in this portfolio is expected to come down
over time as the COVID affected portfolio
runs off.
The Bank has reduced the net stressed
assets, both in absolute value and
as % of the total assets. This indicates
lower NPA levels going forward. The
restructured pool of the Bank has reduced
by 60% in FY23 It forms 0.59% of the
overall Loans & Advances as of March 31,
2023 as compared to 1.84% as of March
31, 2022.
The consistent QoQ growth of the crore
operating profit showcases the strength
of the core operating model, despite
the investments in building capabilities
including new products, network, people,
digital innovations etc. during this phase
which has made the organization ready for
the next wave of growth.
In Q4-FY23, the Bank had trading gains of
Rs. 216 crore and the Bank utilized Rs. 79
crore of of the same to increase the PCR.
Adjusting for these one-time items, the net
profit of the Bank would have been Rs. 701
crore for Q4-FY23. We expect profitability
to further improve going forward with scale.
Capital Adequacy
Our bank is strongly capitalized at 16.82%
total Capital to Risk (weighted) Assets
Ratio (CRAR).
Corporate Governance
Eminent, qualified and experienced Board
of Directors. All committees are headed by
Independent Directors.

RISK MANAGEMENT
IDFC Limited is a holding company for its
various businesses. Wherever applicable,
concerned businesses have a robust risk
management practice in place to pro-
actively identify and manage various
types of risks, namely, credit, market
and operational risks. IDFC Limited has
necessary risk policy for its investments in
Bank & other entities.

INTERNAL CONTROLS AND

THEIR ADEQUACY
The company has a proper and adequate
system of internal controls to ensure that
all assets are safeguarded and protected
against loss from unauthorised use or
disposition and that the transactions
are authorised, recorded and reported
correctly. Such internal controls are
supplemented by a programme of
internal audits, review by management
and documented policies, guidelines
and procedures. These are designed to
ensure that financial and other records are
reliable for preparing financial information
and other reports and for maintaining
regular accountability of the company’s
assets. The internal auditors present their
report on a quarterly basis in operating
companies and half yearly basis in holding
companies to the audit committee of the
respective boards.

HUMAN RESOURCES
IDFC had 7 employees as on March 31,
2023.

M A N A G E M E N T D I S C U S S I O N & A N A LY S I S | 3 7

PHILOSOPHY ON CORPORATE
GOVERNANCE
Being a professionally run enterprise with
no single promoter or promoter group,
effective board oversight and sound
Corporate Governance practices are
fundamental to the quest of IDFC Limited
(“IDFC” or “the Company”) in delivering
long-term value to all its stakeholders.
Good Corporate Governance is intrinsic to
the management of IDFC.
The Company believes that sound
Corporate Governance is critical for
enhancing and retaining investor trust.
Therefore, it always seeks to ensure
that its performance goals are met with
integrity. By adopting such a framework
as it does, IDFC is renowned for exemplary
governance standards since inception and
continues to lay a strong emphasis on
appropriate and timely disclosures and
transparency in its business dealings.
Corporate Governance is a continuous
process at IDFC. Systems, policies and
frameworks are regularly upgraded to
meet the challenges of a dynamic external
business environment.
BOARD OF DIRECTORS
The Board of Directors oversee the
management functions to ensure that they
are effective and enhance value for all the
stakeholders. The Board’s mandate inter alia
is to have an oversight of the Company’s
strategic direction, to review corporate
performance, assess the adequacy of risk
management and mitigation measures,
to authorize and monitor strategic
investments/ divestments, to ensure
regulatory compliance as well as high
standards of governance and safeguard
interests of all stakeholders.
38 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
CORPORATE
GOVERNANCE
REPORT
COMPOSITION OF THE BOARD
The Board has an appropriate combination
of Executive and Non-Executive Directors
(“NEDs”), including Independent
Directors (“IDs”). As on March 31, 2023,
IDFC’s Board consisted of 5 Directors,
comprising of (i) Four IDs, including an
Independent Non-Executive Chairman;
(ii) A Managing Director (“MD”). The
composition of the Board represents an
optimal mix of professionalism, knowledge
and experience across various fields viz.
banking, global finance, accounting and
economics which enable the Board to
discharge its responsibilities and provide
effective leadership to the business.
None of the Directors of your Company
are inter-se related to each other. The
composition of the Board is in conformity
with Regulation 17 of SEBI (Listing
Obligations and Disclosure Requirements),
Regulations, 2015 (“SEBI LODR
Regulations”), read with Section 149(4)
of the Companies Act, 2013 (“Act”) with
the Company having Independent Non-
Executive Chairman and more than one
third of the Board comprising of IDs till
September 30, 2022. The term of Mr. Sunil
Kakar (DIN: 03055561) as the Managing
Director & CEO of the Company ended at
the close of business hours on September
30, 2022. Pursuant to Regulation 17(1)(c) of
SEBI LODR Regulations 2015, the Board
of Directors of IDFC shall comprise of not
less than six Directors. Due to completion
of the term of Mr. Sunil Kakar, the number
of Directors on the Board of the Company
reduced from 6 to 5. The Company
is in transition mode and the merger
process with IDFC FIRST Bank is already
initiated and completed within next
9-12 months. The Company has minimal
business operations and will cease to
exist post merger with IDFC FIRST Bank.
In this regard, we have submitted our
representation to BSE and NSE vide our
letter dated February 13, 2023, February
27, 2023 and February 28, 2023 and email
dated April 06, 2023 seeking waiver from
the requirement of having 6 directors.
To comply with the requirement of
Regulation 17, of SEBI LODR, the Board
of Directors at its meeting held on July
17, 2023, approved an appointment of
Mr. Bipin Gemani (DIN: 07816126) as the
Whole Time Director and Chief Financial
Officer w.e.f. July 17, 2023 till September
30, 2024 subject to the approval of
Shareholders of the Company. As on date,
IDFC’s Board consisted of 6 Directors and
is in conformity with Regulations 17 of
SEBI LODR.
Table 1 gives details of the composition of
the Board of Directors for FY23 including
their Directorships and Memberships/
Chairpersonships of committees in
other companies, along with details of
the attendance at Board meetings and
the Annual General Meeting (“AGM”),
respectively.
The number of Directorships, Committee
Memberships / Chairpersonships of
all Directors is within respective limits
prescribed under the Act and SEBI LODR
Regulations. The details of the skills /
experience / expertise of the Directors are
being given at the end of this report.
BOARD MEETINGS
The Board meets at least once a quarter to
review the quarterly results and other items
on the agenda and also on the occasion
of the AGM. Additional meetings are held
whenever necessary. The agenda and the
 01 COMPOSITION OF BOARD OF DIRECTORS FOR FY23

NO OF BOARD WHETHER NO OF MEMBERSHIP,

MEETINGS HELD ATTENDED DIRECTORSHIP OF INCLUDING
DURING TENURE LAST PUBLIC COMPANIES CHAIRMANSHIP OF
NAME & CATEGORY AND ATTENDED AGM ON (INCLUDING COMMITTEES DIRECTORSHIP IN THE
OF THE DIRECTOR IN FY23 SEPT. 27, 2022 IDFC)1 (INCLUDING IDFC)2 LISTED COMPANY
Independent Directors
1. IDFC Limited
2. Shree Digvijay Cement
Mr. Anil Singhvi 12/12 YES 6 7
Company Limited
3. Subex Limited
1. IDFC Limited
Dr. Jaimini Bhagwati 12/12 YES 3 1 2. IDFC FIRST Bank Limited
3. Apollo Tyres Ltd
1. IDFC Limited
Mr. Ajay Sondhi 12/12 YES 3 4
2. IDFC FIRST Bank Limited
Ms. Ritu Anand3 5/5 N.A. N.A. N.A. N.A.
1. IDFC Limited
2. Foseco India Limited
Ms. Anita Belani 12/12 YES 6 6 3. Redington Limited
[formerly Redington (India)
Limited]
Managing Director & Chief Executive Officer
Mr. Sunil Kakar4 6/7 YES N.A. N.A. N.A.

Mr. Mahendra N Shah 5

7/7 YES 2 0 1. IDFC Limited
1. Excluding Private Limited Companies, Foreign Companies, Section 8 Companies and Alternate Directorships.
2. Includes only Audit Committee and Stakeholders’ Relationship Committee.
3. Ceased to be Independent Director at the close of business hours on August 15, 2022.
4. Ceased to be the Managing Director & CEO at the close of business hours on September 30, 2022.
5. Appointed as additional Director in category of Managing Director - Designate w.e.f. August 24, 2022

explanatory notes are circulated in advance
to the Directors. Members of the Board are
also free to recommend inclusion of any
matter in the agenda for discussion. Since
the Board of IDFC includes Directors from
various parts of the world, it may not be
possible for each of them to be physically
present at all the meetings. Hence, the
Company makes use of video conferencing
facility and other audio-visual means,
whenever necessary, to enable larger
participation of Directors in the meetings.
Members of the Senior Management are
invited to attend the Board Meetings to
make presentations and provide additional
inputs to the items under discussion. The
Minutes of Board Meetings of subsidiary
companies of IDFC are periodically tabled
at the Company’s Board Meetings. A
statement of all significant transactions
and arrangements entered into by the
subsidiary companies is also placed before
the Board. All the recommendations made
by the Audit Committee during the year
were accepted by the Board.
During FY23, the Board met 12 (Twelve)
times and the intervening period between
two Board Meetings was well within the
limit prescribed. The requisite quorum
was present during all the meetings of the
Board of Directors. The Board Meetings
were held on April 06, 2022; May 06,
2022; May 20, 2022; June 22, 2022; August
09, 2022; August 24, 2022; September
22, 2022; November 11, 2022; February
01, 2023; February 06, 2023; February
27, 2023 and March 18, 2023. Leave of
absence was granted to the concerned
Directors who had expressed their inability
to attend the respective meetings.
INFORMATION PROVIDED TO
THE BOARD
The Board agenda is prepared by the
Company Secretary of the Company in
consultation with the Chairman and MD of
the Company. Meetings are governed by a
structured agenda. The Board agenda and
notes thereof are backed by comprehensive
background information to enable the
Board to take informed decisions and
are sent to the Directors well in advance
pursuant to the provisions of the Secretarial
Standard – I and other applicable
provisions of the Act and Rules made
thereunder to enable them to peruse and
comprehend the matters to be dealt with
or seek further information / clarifications
on the matter listed therein. The Board also
passes resolutions by circulation on need
basis, which are noted and confirmed in the
subsequent Board Meeting.
The Board is presented with the
information on financial results of
the Company and its subsidiaries,
various important matters of corporate
restructuring undertaken by the Board,
operations and business, annual operating
plans, budgets, presentations of the
subsidiary companies, minutes of the
Audit and other Committees of the Board,
appointment / cessation and remuneration
of Senior Management and Key Managerial
Personnel (“KMP”), various policies
adopted at IDFC and Group level, details
of joint ventures or collaboration, if any,
information on subsidiaries / associates,
sale of investment and assets which are

C O R P O R AT E G O V E R N A N C E R E P O R T | 39
 02 ATTENDANCE DETAILS OF COMMITTEE MEETINGS FOR FY23

CORPORATE
NOMINATION & RISK STAKEHOLDERS’ SOCIAL ALLOTMENT AND
AUDIT REMUNERATION MANAGEMENT RELATIONSHIP IT STRATEGY RESPONSIBILITY SHARE TRANSFER
NAME OF THE MEMBER COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE5 COMMITTEE COMMITTEE

Mr. Anil Singhvi C 5/5 5/5 2/2 C 1/1 - 1/1 -

Dr. Jaimini Bhagwati 1/11 1/11 2/2 1/1 - C 1/1 C 5/5
Mr. Sunil Kakar3 - - - - 1/1 - 2/2
Mr. Ajay Sondhi 5/5 4/5 - 1/1 1/1 1/1 -
Ms. Ritu Anand2 2/2 1/11 1/1 1/1 C 1/1 - -
Ms. Anita Belani 5/5 C 5/57 C 1/14 - - - -
Mr. Mahendra N Shah 6
- - - - - - 5/5
1. Ceased to be Member w.e.f. June 22, 2022
2. Ceased to be Independent Director at the close of business hours on August 15, 2022
3. Ceased to be the Managing Director & CEO at the close of business hours on September 30, 2022
4. Appointed as a Chairperson w.e.f. August 24, 2022
5. Discontinued and merged with Risk Management Committee w.e.f. June 22, 2022
6. Appointed as additional Director in category of Managing Director - Designate w.e.f. August 24, 2022
7. Appointed as a Chairperson w.e.f. May 20, 2022

material in nature and not in ordinary
course of business, foreign exposure,
compliances of all the laws applicable
to IDFC and non-compliance, if any and
steps taken to rectify instances of non-
compliances and other matters which are
required to be placed before the Board.
With a view to leverage technology
and reduce paper consumption, the
Company has adopted electronic form for
transmitting Board / Committee Agenda
papers to Directors.
COMMITTEES OF THE BOARD
The Board Committees play a crucial
role in the governance structure of the
Company and help in delegating particular
matters that require greater and more
focused attention. The Board Committees
are set up as per the provisions of the
Act and / or SEBI LODR Regulations or
as per the requirement of the Company.
However, every Committee is under the
formal approval of the Board to carry out
clearly defined roles which are considered
to be performed by Members of the
Board. The Board supervises the execution
of its responsibilities by the Committees
and is responsible for their action. The
Chairperson of the respective Committee
informs the Board about the summary
of the discussions held in the Committee
Meetings. The minutes of the meetings of
these Committees are placed before the
Board for its review.
The Committees ensure that any feedback
or observations made by them during
the course of meetings form part of the
Action Taken Report for their review at the
next meeting. All Committees comprises
of requisite number of IDs as prescribed
by the Act or SEBI LODR Regulation or
any other regulatory authority. The Board
Committees also request special invitees
to join the meetings of the Committees,
wherever appropriate. The Company
Secretary officiates as the Secretary to all
the Committee Meetings. The composition
of various committees of the Board is in
line with the applicable regulations and is
hosted on the website of the Company:
www.idfclimited.com.
The Board has established the following
statutory and non-statutory Committees.
A. Audit Committee
B. Nomination & Remuneration
Committee
C. Risk Management and IT Strategy
Committee
D. Stakeholders’ Relationship Committee
E. Corporate Social Responsibility
Committee
F. Independent Directors Committee
G. Allotment and Share Transfer
Committee
Composition and Attendance of Directors
at Committee Meeting(s) for FY23 are
given in Table 2. Attendance is presented
as number of meeting(s) attended
(including meetings attended through
electronic mode) out of the number of
meeting(s) held during FY23.
A. AUDIT COMMITTEE
The Audit Committee comprises of
three Members, consisting of all IDs. The
Committee was re-constituted on August
24, 2022 on cessation of Ms. Ritu Anand as
an Independent Director of the Company
w.e.f. August 15, 2022. The Committee is
chaired by Mr. Anil Singhvi and has Mr. Ajay
Sondhi and Ms. Anita Belani as its Members
with any two Members forming the quorum.
The Committee met five times during
FY23. The time gap between two
consecutive meetings was less than one
hundred and twenty days. The dates of the
Meetings were May 20, 2022; August 09,
2022; August 24, 2022; November 11, 2022
and February 01, 2023.
The Chief Financial Officer, the
representatives of the Statutory Auditors
and the Internal Auditors are generally
invited to the Audit Committee Meetings.
The Company Secretary of IDFC is the
Secretary to the Audit Committee. The
Minutes of the Audit Committee Meetings
are circulated to the Members of the
Board regularly and are taken note of.
All Members of the Audit Committee are
financially literate and have accounting and
related financial management expertise.

40 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
The role of the Audit Committee includes
the following:
a. Oversight of the Company’s financial
reporting process and ensuring
correct, adequate and credible
disclosure of financial information.
b. Recommending to the Board, the
appointment, remuneration and
terms of appointment if required, of
the Statutory Auditors & the Internal
Auditors, the fixation of audit fees
and Interim/Final Dividend.
c. Reviewing, with the Management,
the annual financial statements and
Auditors’ Report before submission
to the Board for approval, with
special emphasis on accounting
policies and practices, compliance
with accounting standards and
other legal requirements concerning
financial statements.
d. Review performance and financials
of subsidiary companies, including
Investments made by them.
e. Review and monitor the auditor’s
independence and performance, and
effectiveness of audit process.
f. Reviewing the adequacy of internal
audit carried out in the Company
and wherever required, to review
the scope, coverage and frequency
of the internal audit and amend the
same as per requirements.
g. The Audit Committee is also
appraised on information with regard
to related party transactions by being
presented and having its views taken
on. A statement in summary form of
transactions with related parties in
the ordinary course of business and
carried out at arm’s length basis.
h. Scrutiny of inter-corporate loans and
investments.
i. Valuation of undertakings or assets
of the company, wherever it is
necessary.
j. Details of materially significant
individual transactions with related
parties which are not in the normal
course of business.
k. Details of materially significant
individual transactions with related
parties or others, which are not on
an arm’s length basis along with
Management’s justification for the
same, if any.
l. Approval of appointment of Chief
Financial Officer after assessing
the qualifications, experience and
background, etc. of the candidate.
m. Evaluation of internal financial
controls and risk management
systems.
n. Monitoring the end use of funds
raised through public offers and
related matters.
o. Any other terms of reference as may
be included from time to time in the
Act, SEBI LODR Regulations, including
any amendments / reenactments
thereof from time to time.
B. NOMINATION &
REMUNERATION COMMITTEE
The Nomination & Remuneration
Committee (“NRC”) was re-constituted on
June 22, 2022. Dr. Jaimini Bhagawati and
Ms. Ritu Anand ceased to be a member
of the committee w.e.f. June 22, 2022.
Ms. Anita Belani was inducted as the
Chairperson of the NRC w.e.f. May 20,
2022 in place of Mr. Ajay Sondhi. The NRC
consists of 3 members namely, Ms. Anita
Belani as the Chairperson, Mr. Anil Singhvi
and Mr. Ajay Sondhi as its Members, all of
whom are IDs. The quorum of the meeting
is any two Members. The Committee met
five times during the year on May 20, 2022;
August 24, 2022; September 29, 2022;
November 07, 2022 and March 17, 2023.
The role of NRC includes the following:
a. Formulation of the criteria for
determining qualifications, positive
attributes and independence of a
Director and recommend to the
Board a policy, relating to the
remuneration of the Directors and
Key Managerial Personnel.
b. Scrutinizing the nominations of the
Directors with reference to their
qualifications and experience, for
identifying ‘Fit and Proper’ persons,
assessing competency of the persons
and reviewing compensation.
c. Formulation of criteria for evaluation
of performance of every Director and
the Board as a whole.
d. Devising a policy on Board diversity.
e. Identifying persons who are qualified
to become Directors and who may
be appointed in senior management
in accordance with the criteria laid
down and recommend to the Board
their appointment and removal &
shall carry out evaluation of every
Director’s performance.
f. Administering the Employee Stock
Option Plan of the Company and
determining eligibility of employees
for stock options.
g. Compensation to KMPs and
extension of their term.
h. Any other terms of reference as may
be included from time to time in the
Act, SEBI LODR Regulations, including
any amendments / reenactments
thereof from time to time.
REMUNERATION POLICY
IDFC pays remuneration to the Executive
Director (“ED”) by way of salary,
perquisites including retirement benefits
(fixed component) and a variable
component based on the recommendation
of the NRC and approval of the Board
and the Shareholders of the Company.
The Company has a Board approved
Remuneration policy in place which is
hosted on the website of the Company
www.idfclimited.com. The Board has
approved a corporate restructuring plan
and the role of ED and senior management
is to execute the same in a time bound
manner. Remuneration is decided keeping
this in mind.
The NEDs are paid remuneration by way of
commission and sitting fees. Commission
is paid as per the limits approved by
the Shareholders of the Company at
the 24th AGM held on September 22,
2021 within ceiling of 1% of the net profit
of the Company. The Commission is
distributed on the basis of attendance
and contribution made at the Board
and Committee Meetings as well as
Chairpersonship of the Committees, as
well as time spent on operational matters
other than meetings.
As on March 31, 2023, following NEDs hold
equity shares in the Company:
1. Mr. Anil Singhvi: 2,00,000
Table 3 gives details of remuneration
paid to the Directors during FY23. The
C O R P O R AT E G O V E R N A N C E R E P O R T | 41
 03 DETAILS OF THE REMUNERATION PAID TO THE DIRECTORS
NAME OF THE DIRECTOR DIN
Mr. Mahendra N Shah 3
00124629
Ms. Ritu Anand1 05154174
Mr. Ajay Sondhi 01657614
Dr. Jaimini Bhagwati 07274047
Mr. Sunil Kakar2 03055561
Mr. Anil Singhvi 00239589
Ms. Anita Belani 01532511
1. Ceased to be Independent Director at the close of business hours on August 15, 2022
2. Ceased to be the Managing Director & CEO at the close of business hours on September 30, 2022
3. Appointed as additional Director in category of Managing Director - Designate w.e.f. August 24, 2022
* Excludes ESOP perquisites
** Excludes perquisite of Rs. 2,44,30,000/- on ESOP granted while he was not a Director.
Company did not advance loans to any
of its Directors during FY23. None of the
Directors is entitled to severance fee and
none of the NEDs held any stock options as
at March 31, 2023. As per the current term
of employment, the notice period of
Mr. Mahendra N Shah, MD is 3 months. None
of the employees of the Company is related
to any of the Directors of the Company.
C. RISK MANAGEMENT & IT
STRATEGY COMMITTEE
The Board of Directors of IDFC at its
meeting held on June 22, 2022, merged
Risk Management Committee and IT
Strategy Committee with immediate
effect. The Committee was re-constituted
on August 24, 2022 on cessation of
Ms. Ritu Anand as Independent Director of
the Company w.e.f. August 15, 2022.
Ms. Anita Belani was inducted as
Chairperson of the committee w.e.f.
August 24, 2022. The committee consists
of 3 members namely Ms. Anita Belani as
Chairperson and Mr. Anil Singhvi,
Dr. Jaimini Bhagwati as its members with
any two Members forming the quorum.
The Risk Committee met two times during
the year on May 06, 2022 and November
11, 2022.
IDFC has in place mechanism to inform
the Board about its risk assessment and
risk mitigation procedures with periodical
reviews to ensure that the Management
controls risk through a Board-approved
properly defined framework. This is
done through its Board-level Risk
42 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
CONTRIBUTION TO
SITTING PROVIDENT AND
FEES SALARY* OTHER FUNDS
- 1,01,91,703**
7,00,000 - -
17,75,000 - -
17,25,000 - -
- 2,75,81,359
18,75,000 - -
17,50,000 - -
Management & It Strategy Committee and
it monitors and reviews risk management
of the Company on a regular basis.
The committee reviews and monitors
mainly three types of risks across the
organisation: credit risk, market risk and
operational risk and takes note of the
Legal & Regulatory updates for all the
Non-Bank Entities. The Chairperson of the
Committee reports the findings /
observations of the Committee to the
Board.
D. STAKEHOLDERS’
RELATIONSHIP COMMITTEE
The Stakeholders’ Relationship Committee
(“SRC”) was re-constituted on June
22, 2022. The SRC consists of three
Directors- Mr. Anil Singhvi as the Chairman,
Dr. Jaimini Bhagwati and Mr. Ajay Sondhi
as its members with any two Members
forming the quorum. The Committee
met one time during the year on May 20,
2022. The Committee is empowered to
handle Shareholders’ and other investors’
complaints and grievances. The SRC
considers and resolves the grievances of
the equity Shareholders of the Company,
including complaints related to transfer of
equity shares, nonreceipt of annual report,
non-receipt of declared dividends, etc.
Additionally, it is responsible to perform
any other function as stipulated by the
Act, Reserve Bank of India, SEBI, Stock
Exchanges and any other regulatory
authority or under any applicable laws, as
amended from time to time.
AMOUNT IN Rs.
PAID
COMMISSION PAID DURING
FOR FY 22 FY23 TOTAL
31,38,426 - 1,33,30,129
15,10,547 22,10,547
14,13,972 31,88,972
13,13,698 30,38,698
20,39,280 - 2,96,20,639
14,47,671 33,22,671
6,37,260 23,87,260
Additionally, Allotment and Share Transfer
Committee (“ASTC”) was reconstituted on
October 17, 2022, on cessation of Mr. Sunil
Kakar as the MD & CEO of the Company
w.e.f. September 30, 2022. Ms. Shivangi
Mistry was inducted as the Member of the
committee w.e.f. October 17, 2022 in place
of Mr. Sunil Kakar. ASTC comprising of
Dr. Jaimini Bhagwati as the Chairman, Mr.
Mahendra N Shah and Ms. Shivangi Mistry
as members who look into share allotment,
transfer, transmission, name deletion,
transposition, re-materialisation and related
applications received from Shareholders,
with a view to accelerate the transfer
procedures. The quorum for any meeting
of this Committee is two Members. The
Committee met five times during the year on
May 31, 2022, September 20, 2022, October
21, 2022, November 30, 2022 and January
04, 2023 .
Ms. Shivangi Mistry, the Company
Secretary is designated as the Compliance
Officer in terms of the SEBI LODR
Regulations whose designated e-mail
address for investor complaints is
shivangi.mistry@idfclimited.com. All
complaints received during the year
have been redressed to the satisfaction
of the Shareholders and one complaint
was pending as on March 31, 2023 was
resolved on April 03, 2023.
Details of queries and grievances received
and attended by the Company during FY23
are given in Table 4.
 04
SR.
NATURE OF COMPLAINTS RECEIVED AND ATTENDED DURING FY23
NO. NATURE OF COMPLAINT
1. Non-receipt of Dividend warrants
2. Non-receipt of Annual Report
3. Complaints received from:
- SEBI
- Stock Exchange
4. Non-receipt of Refund
5. Non-receipt of Electronic Credit(s)
6. Non-receipt of Securities
* Resolved on April 03, 2023
E. CORPORATE SOCIAL
RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility
(“CSR”) was re-constituted on October 17,
2022. On cessation of Mr. Sunil Kakar as the
MD & CEO of the Company w.e.f. September
30, 2022, Mr. Anil Singhvi was inducted as
the Member of the CSR Committee w.e.f.
October 17, 2022. The CSR Committee
consists of three Directors, Dr. Jaimini
Bhagwati as the Chairman, Mr. Ajay Sondhi
and Mr. Anil Singhvi as its Members. The
quorum of the meeting is two Members.
During the year one meeting was held on
February 27, 2023.
The purpose of the Committee is to
formulate and monitor the CSR policy
of the Company which shall indicate
the activities to be undertaken by the
Company as specified in Schedule VII and
recommend the amount of expenditure
to be incurred on these activities. A copy
of the said CSR policy is placed on the
website of the Company: www.idfclimited.
com. Details of the CSR contribution
made by IDFC during the year are given as
Annexure 4 to the Board’s Report.
F. STRATEGY AND
INVESTMENT COMMITTEE
The Board of Directors at its meeting held
on June 22, 2022 decided to discontinue
the said committee with immediate effect.
Terms of Reference of the Strategy &
Investment Committee
a. To oversee divestment of
nonstrategic assets and investments.
b. Examine in details the options
available for unlocking value for IDFC
shareholders and timelines.
PENDING AS ON RECEIVED DURING
APRIL 1, 2022 THE YEAR
NIL NIL
NIL NIL
NIL
NIL
NIL NIL
NIL NIL
NIL NIL
c. Other strategic directions for
engaging in dialogues with
Regulators and Stakeholders.
d. To make recommendation to the
Board about strategic decisions
taken at the meeting.
e. To examine and recommend
compensation/incentive framework
for Senior Management Team which
executes project “Unlock Value”.
f. The Committee hold meetings at
such intervals as may be necessary
to discuss strategy or related matters
and for monitoring timelines.
G. IT STRATEGY COMMITTEE
As per the provisions of RBI master
direction RBI/DNBS/2016-17/53 DNBS.
PPD.No.04/66.15.001/2016-17 dated June 8,
2017 pertaining to “Information Technology
Framework for NBFC sector, during the
year the Board of Directors of IDFC at its
meeting held on June 22, 2022, merged
Risk Management Committee and IT
Strategy Committee with immediate effect.
Terms of reference of IT Strategy
Committee includes:
a. Approving IT strategy and policy
documents for an effective strategic
planning. IT strategy will be based on
the NBFC Business strategy.
b. Communicating and monitoring
information technology strategy
internally and externally so that
all employees, partners, suppliers,
and contractors understand the
Companywide strategic plan and
how it carries out the company’s
overall goals.
c. Ascertaining that management
has implemented processes and
ANSWERED PENDING AS ON
DURING THE YEAR MARCH 31, 2023
NIL NIL
NIL NIL
1 1 NIL
10 9 1*
NIL NIL
NIL NIL
NIL NIL
practices that ensure that the IT
delivers value to the business.
d. Ensuring IT investments are in line
with business requirements, accepted
IT Security standards within agreed
budgets.
e. Review of IT team strength, IT
outsourced activities and guide in
resource mobilizing for executing
strategies.
f. Ensuring proper controls exist
towards IT risks giving a balance of
risks and benefits.
g. Driving technology decision-making
that creates medium- and long-term
improvement.
h. Reviewing key strategic priorities
and translating them into a
comprehensive strategic plan for
technology initiatives.
i. Monitoring the execution of the IT
policy, ISMS policy, BCP policy, DR
policy, IT Outsourcing policy.
j. IT Budgets review and approval
k. IT projects review and approve
delivery schedules.
H. Corporate Restructuring
Committee
The Board of Directors at its meeting held
on June 22, 2022 decided to discontinue
the said committee with immediate
effect and all the decision pertaining to
proposed merger will be taken by entire
Board of IDFC Limited.
SEPARATE MEETING OF
INDEPENDENT DIRECTORS
The IDs of the Company met on March
17, 2023 without the presence of the
Non-Independent Directors and senior
management team of the Company.
C O R P O R AT E G O V E R N A N C E R E P O R T | 43
 05 ANNUAL GENERAL MEETINGS HELD DURING THE LAST THREE YEARS
FINANCIAL
YEAR LOCATION OF THE MEETING
Through Video Conferencing
recorded at 906/907, 9th Floor,
FY20 Embassy Centre, Jamnalal Bajaj
Road, Nariman Point, Mumbai –
400021
Through Video Conferencing
recorded at 906/907, 9th Floor,
FY21 Embassy Centre, Jamnalal Bajaj
Road, Nariman Point, Mumbai –
400021
Through Video Conferencing
recorded at 906/907, 9th Floor,
FY22 Embassy Centre, Jamnalal Bajaj
Road, Nariman Point, Mumbai –
400021
All IDs attended the Meeting and
discussed the matters as required under
the relevant provisions of the Act and the
SEBI LODR Regulations.
In addition to the said formal Meeting,
interactions outside the Board Meetings also
take place between the Chairman and IDs.
INDEPENDENT DIRECTORS
COMMITTEE
The Independent Directors Committee
was constituted on March 18, 2023. The
Independent Directors Committee consist of
4 members, namely Mr. Anil Singhvi as the
Chairman, Mr. Ajay Sondhi, Ms. Anita Belani
and Dr. Jaimini Bhagwati as its members.
BOARD EVALUATION
The Act and SEBI LODR Regulations
contain broad provisions on Board
Evaluation i.e. evaluation of the
performance of:
(i) the Board as a whole,
(ii) individual Directors (including ID
and Chairman) and
(iii) various Committees of the Board.
The provisions also specify responsibilities
of Directors / Committees for conducting
such evaluation.
SEBI, vide its circular dated January
5, 2017 had provided a guidance note
covering all major aspects of evaluation
44 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
SPECIAL RESOLUTIONS PASSED WITH REQUISITE
DATE TIME MAJORITY
i. Re-appointment of Mr. Sunil Kakar as the
September
11.00 a.m. Managing Director & CEO
25, 2020
September
11:00 a.m. NONE
22, 2021
September 27, i. Appointment of Mr. Mahendra N Shah as the
11:00 a.m.
2022 Managing Director
which would serve as a guide for listed Remuneration paid to Statutory Auditors
entities and may be adopted by them if for FY 22-23 (Consolidated)
considered appropriate.
Particulars FY 22-23
Audit fees 34,00,000
Accordingly, detailed questionnaires were
prepared and circulated to the Board Limited Review fees X 3
9,36,000
for Annual evaluation. The outcome / quarters
responses of the evaluation process was Tax audit fees 2,00,000
discussed verbally with the Directors
Certification fees 2,70,000
present at the meeting.
Out of pocket 50,583
FAMILIARISATION Total Remuneration paid 48,56,583
PROGRAMMES FOR BOARD
MEMBERS
The Board Members are provided with
CODE OF CONDUCT
Code of Conduct for all Directors and
necessary documents, reports and
designated Senior Management Personnel
internal policies to enable them to
(“SMP”)[“Code”] is in place and the
familiarise with the Company’s procedures
said Code is available on the website of
and practices. Periodic presentations
the Company: www.idfclimited.com. All
were made at the Board Meetings, on
Board Members and designated SMPs
business and performance updates of
have affirmed their compliance with the
the Company and its subsidiaries, global
Code. A declaration to this effect duly
business environment, business strategy
signed by the MD is enclosed at the
and associated risks, roles, rights and end of this chapter. Further, all IDs have
responsibilities of IDs. Details of the same confirmed that they meet the criteria of
are given on the website of the Company: Independence mentioned under Regulation
www.idfclimited.com. 16(1)(b) of SEBI LODR Regulations, read
with Sections 149(6) and 149(7) of the Act.
FEES PAID TO STATUTORY
AUDITORS CODE OF CONDUCT FOR
The details of fees for all services availed PREVENTION OF INSIDER
by the Company and its subsidiary TRADING
companies, on a consolidated basis from The Company has adopted the Code
the statutory auditor are as follows: of Conduct for Prevention of Insider
Trading with a view to regulate trading in
securities by the Directors and designated
employees of the Company. The Code
lays down guidelines and procedures to
be followed and disclosures to be made,
while dealing with shares of the Company,
as well as the consequences of violation.
The Code has been formulated to regulate,
monitor and ensure reporting of deals by
employees and to maintain the highest
ethical standards of dealing in Company’s
securities. The said Code of Conduct
for Prohibition of Insider Trading is also
available on the website of the Company:
www.idfclimited.com.
APPOINTMENT /
RE-APPOINTMENT /
RESIGNATION OF DIRECTORS
Following changes took place in the
position of the Directors
1. Ms. Ritu Anand (DIN: 05154174)
completed her term of 3 (three)
consecutive years at the close of
business hours on August 15, 2022.
Hence, ceased to be an Independent
Director of the Company.
2. Mr. Sunil Kakar (DIN: 03055561)
completed his term as the Managing
Director & CEO on close of business
hours on September 30, 2022.
3. Appointment of Mr. Mahendra N Shah
(DIN: 00124629) as the Managing
Director - Designate w.e.f. August 24,
2022 till September 30, 2022 and as
the Managing Director w.e.f. October
01, 2022 to September 30, 2023.
4. Re-appointment of Mr. Ajay Sondhi
(DIN: 01657614), as an Independent
Director of the Company w.e.f.
November 08, 2022 till conclusion of
the 26th AGM of the Company to be
held for FY 23.
The Board places on record its sincere
appreciation for the service rendered by
06 IDFC’S STOCK EXCHANGE CODE FOR EQUITY SHARES
NAME & ADDRESS OF THE STOCK EXCHANGE
National Stock Exchange of India Limited
Exchange Plaza, C-1, Block G, Bandra-Kurla-Complex, Bandra (East), Mumbai 400 051
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001
ISIN
Mr. Sunil Kakar and Ms. Ritu Anand during
their tenure in the Company.
GENERAL BODY
MEETINGS ANNUAL AND
EXTRAORDINARY GENERAL
MEETINGS OF SHAREHOLDERS
Table 5 gives details of AGMs held during
last three years. No Extra-Ordinary General
Meeting was held during the last three
financial years.
Means of communication with
Shareholders
As per Regulation 46 of SEBI LODR
Regulations, IDFC maintains a website:
www.idfclimited.com containing basic
information about the Company, such as
details of its business, financial results,
shareholding pattern, compliance
with corporate governance, contact
information of the designated official who
is responsible for assisting and handling
investor grievances. It also displays all
official press releases and presentation to
institutional investors or analysts made by
the Company. This information is regularly
updated on the website of the Company.
The financial and other information filed
by the Company from time to time is also
available on the website of the Stock
Exchanges i.e. NSE and BSE. NSE and BSE
have introduced their respective electronic
platforms namely NSE Electronic
Application Processing System (“NEAPS”)
and BSE Listing Centre Online Portal for
submission of various filings by listed
companies. IDFC ensures that the requisite
compliances are filed through these
systems. The Company also informs to the
Stock Exchanges the schedule of Investor
Conferences where representatives of
IDFC attend. The quarterly, half-yearly
and annual results of IDFC are published
in leading newspapers like the Financial
C O R P O R AT E G O V E R N A N C E R E P O R T | 45
Express & Makkal Kural and are also
displayed on the website of the Company:
www.idfclimited.com.
DISCLOSURES
RELATED PARTY DISCLOSURES
During FY23, all transactions entered into
with Related Parties, as defined under the
Act and SEBI LODR Regulations, were in
the ordinary course of business and on an
arm’s length basis and do not attract the
provisions of Section 188 of the Act. There
were no materially significant related party
transactions that could have any potential
conflict of interest of the Company at
large. Suitable disclosure as required by
the Indian Accounting Standards (Ind-AS)
has been made in the notes to the Financial
Statements. All Related Party Transactions
are placed before the Audit Committee for
its review and approval on a quarterly basis.
Further, an omnibus approval of the Audit
Committee is obtained for the Related
Party Transactions which are repetitive
in nature and the management appraises
the Audit Committee of such transactions
every quarter. Further, the details of
Related Party Transactions are included
in the Notes to the Financial Statements
which forms part of this Annual Report. The
Board of Directors have formulated a policy
on materiality of Related Party Transactions
and also on dealing with Related Party
Transactions pursuant to the provisions of
the Act and SEBI LODR Regulations.
The same are displayed on the website of
the Company: www.idfclimited.com.
SUBSIDIARY COMPANIES
Regulation 16(1)(c) of SEBI LODR
Regulations defines a material non-listed
Indian subsidiary as an unlisted subsidiary,
incorporated in India, whose Income or
net worth (i.e. paid-up capital and free
reserves) exceeds 20% of the consolidated
STOCK SYMBOL / SCRIP CODE
IDFC
532659
INE043D01016

Income or net worth, respectively, of the
listed holding company and its
subsidiaries in the immediately preceding
accounting year. By this definition, as of
March 31, 2023, the Company has One
material subsidiary-IDFC Financial Holding
Company Limited (Unlisted). Further, as
per Regulation 24(1) IDFC has nominated
its IDs on the Board of IDFC Financial
Holding Company Limited. A Policy for
determining ‘material’ subsidiaries is
placed on the website of the Company:
www.idfclimited.com. The Audit
Committee of IDFC reviews the financial
statements of the subsidiary company and
the investments made by its subsidiary.
The minutes of the Board Meetings of the
subsidiary company are placed before
the Board of IDFC at regular intervals. A
statement of all significant transactions
and arrangements entered into by the
subsidiary company, if any, is periodically
placed before the Board of IDFC. The
audited Annual Financial Statements of
the subsidiary companies are provided to
the Audit Committee and Board of IDFC.
CONFIRMATION OF COMPLIANCE
IDFC has complied with all the
requirements of regulatory authorities.
No penalties or strictures were imposed
on the Company by Stock Exchanges or
SEBI or any other statutory / regulatory
authority(ies) on any matter related to
capital market during the last three years.
AUDITORS’ CERTIFICATE ON
CORPORATE GOVERNANCE
As required under Schedule V of SEBI
LODR Regulations, the Auditors’ Certificate
on Corporate Governance is annexed and
forms part of the Annual Report.
46 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
VIRTUAL
ANNUAL
GENERAL
MEETING
DATE & TIME
THURSDAY AUGUST 17, 2023
AT 3:00 PM
COMMODITY PRICE RISKS OR FOREIGN
EXCHANGE RISK AND HEDGING ACTIVITIES
The Company did not enter into any
Commodity transactions. Further, the
Company did not have any foreign
currency exposure.
POSTAL BALLOT
During the year, following Resolutions
were passed by the Company through
Postal Ballot.
1. Special Resolution- To approve
divestment/ sale/ disposal of the
IDFC Asset Management Company
Limited (material subsidiary of IDFC
Limited) and IDFC AMC Trustee
Company Limited.
2. Special Resolution - Re-appointment
of Mr. Ajay Sondhi (DIN: 01657614)
as an Independent Director of the
Company.
PROCEDURE FOR POSTAL BALLOT
Pursuant to the provisions of Section 110
of the Act read with Rule 22 of Companies
(Management and Administration) Rules,
2014 (Management Rules), as amended,
the Company had issued Postal Ballot
Notice on June 07, 2022 and January 05,
2023 to the Members. In compliance with
provisions of Section 108 and Section 110
and other applicable provisions, of the
Act read with the Management Rules, the
Company had provided remote e-voting
facility to all the Members of the Company.
The Company engaged the services of
KFin Technologies Limited, Registrar
and Share Transfer Agents (RTA) of the
Company for facilitating e-voting to
enable the Members to cast their votes
electronically. The Board of Directors
had appointed Bhandari & Associates,
Practicing Company Secretaries, as the
Scrutinizer, to act as the Scrutiniser for
Postal Ballot process.
The Scrutiniser, after the completion
of scrutiny, submitted his reports to
the Company Secretary, who was duly
authorised by the Chairman to accept,
acknowledge and countersign the
Scrutiniser’s Report as well as declare
the voting results in accordance with the
provisions of the Act, the Rules framed
thereunder and the Secretarial Standard
- 2 issued by the Institute of Company
Secretaries of India.
The consolidated results of the voting
by Postal Ballots and e-voting were
announced on July 08, 2022 and February
08, 2023. The results were also displayed
on the website of the Company at www.
idfclimited.com and on the website of KFin
Technologies Limited at https://evoting.
kfintech.com/ and also communicated
to BSE Limited (BSE), National Stock
Exchange of India Limited (NSE). The
Company may seek to pass Special
Resolution(s) in FY24 through Postal
Ballot, as and when required, subject to
applicable Act and Rules.
VIGIL MECHANISM & WHISTLE BLOWER
POLICY
Pursuant to provisions of Section 177(9) of
the Act and Regulation 22 of SEBI LODR
Regulations, the Company has established
the Vigil Mechanism, by adopting Whistle
Blower Policy, for the Directors and
Employees to report concerns about
unethical behaviour, actual or suspected
fraud or violation of the Company’s Code
 CHART A IDFC V/S NIFTY IN PERCENTAGE CHART B IDFC V/S SENSEX IN PERCENTAGE

IDFC NIFTY IDFC SENSEX

140 150

120

100 100

80

60
50
40

20
0
0

2023

2023

2023
2022

2022

2022

2022

2022

2022

2022

2022

2022

MAR
NOV
AUG
MAY

OCT

DEC
APR

JAN
JUN

FEB
SEP
JUL
2023

2023

2023
2022

2022

2022

2022

2022

2022

2022

2022

2022

MAR
NOV
AUG
MAY

OCT

DEC
APR

JAN
JUN

FEB
SEP
JUL

07 HIGH, LOW AND VOLUMES OF IDFC’S EQUITY SHARES

BSE NSE

MONTH HIGH PRICE LOW PRICE TURNOVER (IN LACS) HIGH PRICE LOW PRICE TURNOVER (IN LACS)
Apr-22 70.15 56.70 10,392.71 70.20 56.55 2,297.91
May-22 57.55 55.65 6,762.82 57.60 45.50 1,228.00
Jun-22 51.50 42.25 5,157.41 51.45 42.20 954.00
Jul-22 55.95 48.65 3,618.66 55.90 48.65 827.00
Aug-22 69.90 55.00 7,238.36 69.95 55.00 1,785.00
Sep-22 71.75 62.55 7,074.62 71.70 62.55 1,480.00
Oct-22 80.00 64.85 15,486.92 80.00 64.80 2,099.00
Nov-22 83.70 75.25 8,761.21 83.75 75.30 1,555.00
Dec-22 86.70 73.50 8,173.00 86.45 73.55 1,568.00
Jan-23 88.30 78.15 7,955.20 88.30 78.10 1,576.00
Feb-23 92.40 72.90 19,836.40 92.40 72.85 3,184.00
Mar-23 81.95 75.50 6,778.64 81.60 75.50 1,254.00

of Conduct. It also provides adequate
safeguards against the victimisation of
employees who avail this mechanism and
allows direct access to the Chairman of the
Audit Committee in exceptional cases. The
Audit Committee reviews the functioning
of Whistle Blower Mechanism. The Whistle
Blower policy and establishment of Vigil
Mechanism have been appropriately
communicated within the Company and
no personnel has been denied access
to the Audit Committee. The said policy
has been posted on the website of the
Company: www.idfclimited.com.
INTERNAL FINANCIAL CONTROLS AND
ITS ADEQUACY
The Board has adopted policies and
procedures for ensuring the orderly
and efficient conduct of its businesses,
including adherence to the Company’s
policies, the safeguard of its assets,
the prevention of frauds and errors,
the accuracy and completeness of the
accounting policies and the timely
preparation of reliable financial disclosures.
COMPLIANCE
The Company has adhered to all the
mandatory requirements of Corporate
Governance norms prescribed under
Regulations 17 to 27 and clause (b) to
(i) of sub-regulation (2) of Regulation
46 of SEBI LODR Regulations to the
extent applicable to the Company. The
term of Mr. Sunil Kakar (DIN: 03055561)
as the Managing Director & CEO of the
Company ended at closure of business
hours on September 30, 2022. Pursuant
to Regulation 17(1)(c) of SEBI LODR
Regulations the Board of Directors of
IDFC shall comprise of not less than six
Directors. Due to term completion of Mr.
Sunil Kakar, the number of Directors on
the Board of the Company reduced from
6 to 5. The Company is in transition mode
and the merger process with IDFC FIRST
Bank is already initiated and completed
within next 9-12 months. The Company has

C O R P O R AT E G O V E R N A N C E R E P O R T | 47
 08 IDFC’S DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2023

SR.
NO. CATEGORY (SHARES) NO. OF HOLDERS % TO HOLDERS NO. OF SHARES % TO EQUITY
1. 1 - 5000 4,63,804 98.09 14,04,53,528 8.78
2. 5001 - 10000 4,271 0.90 3,18,51,753 1.99
3. 10001 - 20000 2,116 0.45 3,08,10,309 1.93
4. 20001 - 30000 722 0.15 1,81,96,934 1.14
5. 30001 - 40000 377 0.08 1,32,48,018 0.83
6. 40001 - 50000 269 0.06 1,23,78,515 0.77
7. 50001 - 100000 518 0.11 3,80,44,680 2.38
8. 100001 and above 754 0.16 1,31,50,00,699 82.18
TOTAL 4,72,831 100.00 1,59,99,84,436 100.00

09 IDFC’S EQUITY SHAREHOLDING PATTERN AS ON MARCH 31, 2023

SR. NO. OF TOTAL

NO. DESCRIPTION HOLDERS SHARES % EQUITY
1. MUTUAL FUNDS 70 26,14,71,773 16.34
2. ALTERNATIVE INVESTMENT FUND 9 1,29,26,134 0.81
3. BANKS 8 73,83,911 0.46
4. INSURANCE COMPANIES 4 98,65,410 0.62
5. QUALIFIED INSTITUTIONAL BUYER 17 3,60,41,155 2.25
6. NBFC 8 1,32,455 0.01
7. INDIAN FINANCIAL INSTITUTIONS 1 100 0.00
8. FOREIGN PORTFOLIO - CORP 124 20,73,21,990 12.96
9. FOREIGN INSTITUTIONAL INVESTORS 2 3,48,893 0.02
10. FOREIGN PORTFOLIO - CORP 13 11,89,47,680 7.43
11. FOREIGN PORTFOLIO INVESTORS 1 135,000 0.01
12. PRESIDENT OF INDIA 1 26,14,00,000 16.34
13. BODIES CORPORATES 4 17,52,042 0.11
14. DIRECTORS 1 12,00,100 0.08
15. KEY MANAGEMENT PERSONNEL 2 19,05,196 0.12
16. IEPF 1 375,482 0.02
17. RESIDENT INDIVIDUALS 4,56,098 52,62,61,441 32.88
18. EMPLOYEES 26 593,953 0.04
19. NON RESIDENT INDIAN NON REPATRIABLE 2,768 1,77,16,116 1.11
20. NON RESIDENT INDIANS 2,870 1,46,89,335 0.92
21. RESIDENT INDIVIDUALS 2 13,615 0.00
22. BODIES CORPORATES 1,984 9,71,22,797 6.07
23. CLEARING MEMBERS 61 198,380 0.01
24. TRUSTS 15 268,088 0.02
25. HUF 8,741 2,19,13,390 1.37
TOTAL 4,72,831 1,59,99,84,436 100.00

48 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 10 TOP 10 SHAREHOLDERS OF THE COMPANY AS ON MARCH 31, 2023

SR. FOLIO/ % TO MINOR

NO. DPID CL-ID NAME/JOINT NAME(S) HOLDING EQT CODE
1. IN302437 20095610 PRESIDENT OF INDIA 261,400,000 16.34 POI
2. IN300142 10754198 THELEME MASTER FUND LIMITED 72,794,726 4.55 FPC
3. IN301549 16191396 ASHISH DHAWAN 56,000,000 3.50 PUB
4. IN300054 10068099 HDFC SMALL CAP FUND 50,571,544 3.16 MUT
5. IN303307 10002026 ELLIPSIS PARTNERS LLC 37,100,000 2.32 FPC
6. IN300126 11273858 BAOBAB GLOBAL FUND LTD 37,054,989 2.32 FPC
7. IN300476 40314385 AKASH BHANSHALI 3,435,0921 2.15 PUB
8. IN300167 10142910 HDFC LIFE INSURANCE COMPANY LIMITED 30,000,000 1.88 QIB
9. IN303438 10016654 VANGUARD EMERGING MARKETS STOCK INDEX FUND, 18,365,904 1.15 FPC
A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
10. IN300126 11270340 TATA MUTUAL FUND - TATA SMALL CAP FUND 17,936,132 1.12 MUT
TOTAL 615,574,216 38.59

minimal business operations and will cease
to exist post merger with IDFC FIRST
Bank. In this regard, we have submitted
our representation to BSE and NSE
vide our letter dated February 13, 2023,
February 27, 2023 and February 28, 2023
and email dated April 06, 2023 seeking
waiver from the requirement of having 6
directors.
To comply with the requirement of
Regulation 17, of SEBI LODR, the Board
of Directors at its meeting held on July
17, 2023, approved an appointment of Mr.
Bipin Gemani (DIN: 07816126) as the Whole
Time Director and Chief Financial Officer
w.e.f. July 17, 2023 till September 30, 2024
subject to the approval of Shareholders
of the Company. As on date, IDFC’s Board
consisted of 6 Directors and is in conformity
with Regulations 17 of SEBI LODR.
ADOPTION OF NON
MANDATORY REQUIREMENTS
SEPARATE POSTS OF CHAIRPERSON
AND MD
The Company has complied with the
requirement of having separate persons
for the posts of Chairperson and MD.
Mr. Anil Singhvi is the Independent Non-
Executive Chairman and Mr. Mahendra N
Shah is the Managing Director.
AUDIT QUALIFICATION
During the year under review, there were
no audit qualifications in the Company’s
Standalone & Consolidated financial
statements. IDFC continues to adopt best
practices to ensure regime of unqualified
financial statements.
REPORTING OF INTERNAL AUDITORS
The Internal Auditors present their reports
directly to the Audit Committee of the
Company.
MANAGEMENT DISCUSSION AND
ANALYSIS
Pursuant to Regulation 34(2)(e) of SEBI
LODR Regulations, the Annual Report has
a separate chapter titled Management
Discussion & Analysis.
DISCLOSURE OF ACCOUNTING
TREATMENT IN PREPARATION OF
FINANCIAL STATEMENTS
The financial statements of the Company
have been prepared in accordance with
the Indian Accounting Standards (Ind AS)
to comply with the Accounting Standards
as specified under Section 133 of the
Act. The financial statements have been
prepared on the accrual basis under the
historical cost convention.
ANTI-MONEY LAUNDERING AND KNOW
YOUR CUSTOMER POLICY
In keeping with specific requirements for
a Non-Banking Financial Company, the
Company has formulated an Anti-Money
Laundering and Know Your Customer Policy.
GENERAL SHAREHOLDER
INFORMATION
FINANCIAL CALENDAR
Financial Year - April 1, 2022 to March 31,
2023
For the year ended March 31, 2023, results
were announced on
 August 09, 2022 for the first quarter.
 November 11, 2022 for the second
quarter and half year.
 February 01, 2023 for the third
quarter and nine months.
 May 04, 2023 for the fourth quarter
and annual.
For the year ending March 31, 2024, results
will be announced latest by:
 Second week of August, 2023 for the
first quarter.
 Second week of November, 2023 for
the second quarter and half year.
 Second week of February, 2024 for
the third quarter and nine months.
 Last week of May, 2024 for the fourth
quarter and annual.
IDFC’S LISTING AND STOCK EXCHANGE
CODES
At present, the equity shares of IDFC are
listed on BSE and NSE details whereof are
given in Table 6. The annual listing fees for
FY23 have been paid.
STOCK PRICES
Table 7 gives details of the stock market
prices of IDFC’s shares. A comparison of

C O R P O R AT E G O V E R N A N C E R E P O R T | 49
the share prices of the Company at NSE
and BSE with their respective indices are
given in Charts A and B.
11 DEMATERIALISATION OF SHARES AS ON MARCH 31, 2023

CATEGORY NO. OF SHARES %

DISTRIBUTION OF SHAREHOLDING Physical 39,999 ß*
The distribution of the shareholding NSDL 1,402,766,067 87.67
of IDFC’s equity shares by size and CDSL 197,178,370 12.33
shareholding pattern by ownership along TOTAL 1,599,984,436 100.00
with Top 10 equity Shareholders of the
* ß denotes negligible value.
Company as on March 31, 2023 are given in
Table 8, Table 9 and Table 10, respectively.

DEMATERIALISATION OF 12 STATUS OF UNCLAIMED DIVIDEND AS ON MARCH 31, 2023

SHARES UNCLAIMED DATE OF LAST DATE

The Company’s shares are compulsorily
traded in dematerialised form and
are available for trading on both the
depositories in India NSDL and CDSL. As
on March 31, 2023, approximately 99.99%
shares of IDFC were held in dematerialized
form. The details of the same are given in
Table 11.
OUTSTANDING GDRS /
ADRS / WARRANTS OR ANY
CONVERTIBLE INSTRUMENTS,
CONVERSION DATE AND
LIKELY IMPACT ON EQUITY
The Company does not have outstanding
GDRs / ADRs / Warrants or any
Convertible Instruments as on date.
UNCLAIMED / UNPAID
DIVIDEND
Pursuant to the provisions of Sections 124
and 125 of the Act, any dividend which
remains unclaimed / unpaid for a period
of seven years from the date of transfer to
the unpaid dividend account is required to
be transferred to Investor Education and
Protection Fund (“IEPF”) established by
the Central Government.
Accordingly, an amount of
Rs. 4,009,441.00 being unclaimed /
unpaid dividend for FY14-15 and which
remained unpaid and unclaimed for a
period of 7 years has been transferred by
the Company to the IEPF. Pursuant to the
applicable provisions of the Act and Rules
made thereunder, as amended from time to
time, it is clarified that after such a transfer,
no claim shall lie against the Company.
However, the investor can claim the unpaid
dividend from the IEPF Authority.
DIVIDEND
PARTICULARS (RS.)
2015-16 1 - -
2016-17 885,765.50
2017-18 2,400,220.50
INTRIM 2019-2020 - 1 5,102,782.50
INTERIM 2019-2020 – 2 1,807,087.75
2020-21 - -
2021-22 - -
INTRIM 2022-2023 - 1 714,309.00
INTERIM 2022-2023 – 22 72,718,556.00
1
Dividend was not declared for FY 2015-16, FY 2020-21 and FY 2021-22
2
DD’s issued, yet to be encashed
The status of Dividend remaining
unclaimed is given in Table 12.
Pursuant to the provisions of IEPF
(Uploading of information regarding
unpaid and unclaimed amounts lying with
companies) Rules, 2012, the Company
has uploaded the details of unpaid
and unclaimed amounts lying with the
Company as on September 27, 2022 (date
of last AGM) on the Company’s website:
www.idfclimited.com and on MCA website.
TRANSFER OF SHARES TO
IEPF
Pursuant to the applicable provisions
of Section 124(6) of the Act, read with
Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 and subsequent
modification thereof, all shares in respect
of which dividend have remained unpaid
or unclaimed for consecutive seven
years; the corresponding shares have
to be transferred to IEPF Authority. In
compliance with the aforesaid provisions,
the Company has transferred 71,715
equity shares of Rs. 10 each to the
DECLARATION OF FOR CLAIMING
THE DIVIDEND DIVIDEND
-
July 28, 2017 August 29, 2024
July 31, 2018 September 1, 2025
September 21, 2019 October 23, 2026
November 14, 2019 December 18, 2026
-
-
April 06, 2022 May 07, 2029
February 01, 2023 March 02, 2030
designated account of the IEP Authority.
As required under the said provisions,
all subsequent corporate benefits that
will be accrued in relation to the above
shares shall also be credited to the
corresponding Bank account of IEPF
Authority. The details of such shares
transferred to IEPF are available on
website of the Company at http://www.
idfclimited.com/investor_ relations/
UnclaimedShares.htm.
Further, as per the terms of Section 124(6)
of the Act and Rule 7 of the IEPF Rules,
the Shareholders can claim the shares
from IEPF Account by making an online
application in Form IEPF - 5 which is
available at http://www.iepf.gov.in
The Company had already sent
communication to the Shareholders
requesting them to claim the dividend,
in order to avoid their shares getting
transferred to IEPF. Accordingly,
Shareholders who have not claimed
the dividend since FY14, are requested
to contact KFin Technologies Limited

50 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 13 UNCLAIMED SHARES LYING IN THE ESCROW ACCOUNT
NO. OF CASES/ NO. OF SHARES
PARTICULARS MEMBERS OF Rs. 10 EACH

Aggregate number of Shareholders and the outstanding shares in the suspense account
5 1,397
lying at the beginning of the year

Number of Shareholders who approached to IDFC/ Registrar for transfer of shares from
NIL NIL
suspense account during the year 2022-23
Number of Shareholders to whom shares were transferred from suspense account during the
NIL
year 2022-23 NIL
Shares Transferred to IEPF Pursuant to the IEPF Rules NIL NIL
Aggregate number of Shareholders and the outstanding shares in the suspense account
5 1,397
lying at the end of the year i.e. as on March 31, 2023

(formerly known as KFin Technologies
Private Limited) and submit requisite
documents, failing which the Company will
be constrained to transfer the shares to
IEPF Authority as per the Rules.
UNCLAIMED SHARES LYING IN
THE ESCROW ACCOUNT
IDFC had credited the unclaimed shares
lying in the escrow account, allotted in the
Initial Public Offer of the Company during
July–August, 2005, into a Demat Suspense
Account opened specifically for this
purpose. These shares were transferred to
IEPF Authority as per the IEPF Rules.
Details of shares which were lying in the
‘Unclaimed Suspense Account’ and were
transferred to IEPF Authority are given
in Table 13. Further as per the terms of
Section 124(6) of the Act and Rule 7 of the
IEPF Rules, the Shareholders can claim the
shares from IEPF Account by making an
online application in Form IEPF - 5 which
is available at http://www.iepf.gov.in.
SHARE TRANSFER SYSTEM
IDFC has appointed KFin Technologies
Limited (formerly known as KFin
Technologies Private Limited) (KFin)
as its Registrar and Transfer Agent. All
share transfer and related operations are
conducted by KFin, which is registered
with the SEBI as a Category 1 Registrar
The shares sent for physical transfer are
effected after giving a 15 day’s notice to the
seller for confirmation of the sale. IDFC has
a Stakeholders’ Relationship Committee
for monitoring redressing of Shareholders’
complaints regarding securities issued by
IDFC from time to time.
As required under Regulation 40(9) of THE COMPANY SECRETARY
SEBI LODR Regulations, a Practising Ms. Shivangi Mistry
Company Secretary examines the records IDFC Limited
relating to Share Transfer Deeds, Registers 906/907, 9th Floor, Embassy Centre,
and other related documents on a half Jamnalal Bajaj Road,
yearly basis and has certified compliance Nariman Point, Mumbai – 400021
with the provisions of the above Tel: +91 22 2282 1549
Regulations. E-mail: shivangi.mistry@idfclimited.com
Website: www.idfclimited.com
As required by SEBI, audit of
Reconciliation of Share Capital is REGISTERED OFFICE ADDRESS
conducted by a Practising Company IDFC Limited
Secretary on a quarterly basis for the 4th Floor, Capitale Tower, 555 Anna Salai,
purpose, inter alia, of reconciliation of the Thiru Vi Ka Kudiyiruppu, Teynampet
total admitted equity share capital with Chennai - 600018
the depositories and in physical form with Tel: +91 44 45644201 / 4202 / 4223
the total issued / paid-up equity share
capital of the Company. Certificates issued
in this regard are forwarded to BSE and
NSE on periodic basis.
INVESTOR CORRESPONDENCE SHOULD
BE ADDRESSED TO REGISTRAR AND
SHARE TRANSFER AGENT
KFin Technologies Limited
(formerly known as KFin Technologies
Private Limited) (Unit: IDFC Limited)
Selenium Tower B, Plot No. 31 & 32,
Gachibowli, Financial District,
Nanakramguda, Serilingampally,
Hyderabad - 500 032
Tel: 040-67162222 / 79611000
Fax: 040-23431551
Toll free: 1800 309 4001
E-mail: einward.ris@kfintech.com
Website: www.kfintech.com

C O R P O R AT E G O V E R N A N C E R E P O R T | 51
 SKILLS/EXPEREINCE/EXPERTISE OF THE BOARD OF DIRECTORS
NAME OF QUALIFICATION /
DIRECTOR SKILLS
Mr. Anil Singhvi Mr. Singhvi holds
(64 years) degree of Chartered
Accountant from ICAI.
Dr. Jaimini Dr. Bhagwati
Bhagwati received his PhD in
(70 years) Finance from Tufts
University, USA.
He did his Master’s
in Physics from St
Stephen’s College,
Delhi and a Master’s
in Finance from the
Massachusetts Institute
of Technology, USA.
Mr. Ajay Sondhi Mr. Sondhi was a 2017
(63 Years) Fellow, Harvard
Advanced Leadership
Initiative. He has
an MBA in Finance
from JBIMS, Mumbai
University, and a
Bachelor of Arts in
Economics (Honors)
from St. Stephens
College, Delhi
University.
52 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
EXPERIENCE / EXPERTISE
Mr. Singhvi, a Chartered Accountant, has over 40 years of experience in Corporate sector,
out of which he spent 22 years with Ambuja Cements Ltd, where he rose from Manager to
Managing Director & CEO. He played a defining role in making of Ambuja Cements.
In 2012 he Co-founded IIAS (Institutional Investor Advisory Services India Ltd), proxy
advisory company for Institutional Investors. This is a pioneering effort in India for
improving Corporate Governance and accountability of the Corporates. IIAS covers over
800 Indian Corporates and advises Investors on the issues of corporate governance and
voting.
Apart from this, he is also Director on various companies, some of which are Subex Ltd,
Shree Digvijay Cement Co. Ltd, Institutional Investor Advisory Services India Ltd.
He is a Governing Council member of Foundation for Liberal and Management
Education (FLAME University). FLAME was founded to impart Liberal Arts education for
Undergraduate students. He has been involved with FLAME from its inception. FLAME is
uniquely positioned as one of the only institute in India for Liberal Arts education.
He is also closely associated as Trustee with SAMPARC- a non government organization
(founded in 1990) that helps to empower the destitute children and provides them not
only shelter but a complete way of life. SAMPARC shelters over 800 such children by
running 8 homes in the different parts of the country.
Dr. Jaimini Bhagwati is a former IFS officer, economist and foreign policy expert. He was
the High Commissioner to the UK and Ambassador to the European Union, Belgium and
Luxembourg. Dr. Bhagwati has served in senior positions in the Government of India,
including in foreign affairs, finance and atomic energy. In his earlier role at the World Bank,
he was a specialist in international bond and derivatives markets and was the RBI chair
professor at ICRIER. He is currently a Distinguished Fellow at a Delhi based think-tank
called the Centre for Social and Economic Progress (CSEP).
Dr. Bhagwati received his PhD in Finance from Tufts University, USA. He did his Master’s in
Physics from St Stephen’s College, Delhi and a Master’s in Finance from the Massachusetts
Institute of Technology, USA. Penguin published his book titled “The Promise of India: How
Prime Ministers Nehru to Modi shaped the nation” in August 2019 and his papers have
been carried in several books, ICRIER and at the World Bank. His latest Working Paper
dated January 19, 2022 at CSEP is titled “Insolvency and Bankruptcy Code (IBC) and
Long-term Bulk Lending in India”.
Mr. Ajay Sondhi is a Financial Services and Board professional with extensive Indian and
global experience. Mr. Sondhi was most recently Founder & CEO of Sentinel Advisors Pte
Ltd, Singapore, a boutique business and strategy advisory firm. He has had a long career in
banking, and has held several senior leadership roles in the industry in India and overseas.
He was previously MD and Regional Manager for PWM at Goldman Sachs, Singapore. Mr.
Sondhi started his career with Citibank India where he rose to become corporate bank and
corporate finance head. He subsequently worked with Salomon Brothers Hong Kong, and
then moved back to India as Group CEO for Barclays Bank and BZW. He was subsequently
Country Head and CEO India for UBS AG, and then went on to become the Vice Chairman
and Managing Director for Kotak Mahindra Capital Company.
In addition to financial services, Mr. Sondhi also has a strong interest in public health
and has a number of engagements in the health sciences area. He recently held an
appointment as a Senior Fellow at the Harvard Global Health Institute, Boston. Mr. Sondhi
is a Board Director of Maxx Medical Pte. Ltd., Singapore; a Board Director of Noora Health,
a California based non-profit active in health education; and an Independent Director on
the Board of IDFC Limited. He has previously been an Advisory Board member of Tufts
Medical School, Boston, an Independent Director of IDFC Bank, and also of Mahanagar Gas
Ltd. Mr. Sondhi is a 2017 Fellow, Harvard Advanced Leadership Initiative. He has an
MBA in Finance from JBIMS, Mumbai University, and a Bachelor of Arts in Economics
(Honors) from St. Stephens College, Delhi University.
SKILLS/EXPEREINCE/EXPERTISE OF THE BOARD OF DIRECTORS (CONTD.)

NAME OF QUALIFICATION /
DIRECTOR SKILLS EXPERIENCE / EXPERTISE
Ms. Anita Belani Ms. Anita did Ms. Anita P Belani is a seasoned professional with over 30 years’ experience as a senior
(59 years) her M.B.A. from business & human capital leader. She is the Co-Founder and Partner of Emotionally,
XLRI, Jamshedpur a mental wellness company specializing in counseling, therapy & coaching. She is an
and B.A.(Hons) in independent director on the board of Redington India Pvt Ltd, Vivriti Capital Pvt Ltd,
Economics from Eternis Fine Chemicals & Foseco India Ltd. Anita is an ICF Accredited Executive Coach
Miranda House, and has over 15 years of coaching experience under her belt having coached several
University of Delhi. C-suite level executives across various sectors. In her previous roles she has been the
Operating Partner of the growth PE fund Gaja Capital, Managing Director India for Russell
Reynolds Associates and has lead consulting businesses as Country Head India for Right
Management and Watson Wyatt Anita has previously worked with Sun Microsystems in
San Francisco in a strategic global HR position, KPMG in the USA, Jardine Fleming and
American Express TRS.
Mr. Mahendra N He is a qualified Mr. Mahendra N. Shah was the Group Company Secretary & Group Chief Compliance
Shah member of the Officer of IDFC Bank Limited and had been the Group Head - Governance, Compliance &
(64 years) Institute of Chartered Secretarial and Senior Advisor- Taxation at IDFC Limited for more than two decades. In
Accountants of India this role, Mr. Shah was responsible for Secretarial, Governance and Compliance functions
(ICAI), the Institute of for over 26 companies/entities of IDFC Group. Currently he is the Company Secretary &
Cost & Management Compliance Officer of IDFC Limited since May 24, 2019.
Accountants of India
(ICWA) and the Prior to joining IDFC in 2001, Mr. Shah worked with International Paper Limited for a period
Institute of Company of six years as Director Finance and Company Secretary where he was in charge of finance
Secretaries of India function and regulatory compliances. Mr. Shah has worked as Head of Taxation in SKF
(ICSI). Bearings India Limited where he was responsible for Direct and Indirect Taxation matters
of the Company across India. He also worked for a short period with Pfizer Ltd as Finance
Officer. He has been the Managing Director of IDFC Limited w.e.f. October 01, 2022.
He completed his article ship training for CA with M/s. Bansi S. Mehta & Co, CA for 3 years.
Mr. Bipin He is a qualified Mr. Bipin Gemani was CFO of IDFC Bank Limited. He joined IDFC Limited in 1997 and was
Gemani member of the a Group Director – Finance. In this role, he was responsible for Finance & Accounts and
(64 years) Institute of Chartered Taxation. Prior to joining IDFC, Mr. Gemani worked with Atlas Copco (India) Limited as GM
Accountants of India Finance for 9 years.
(ICAI).
Mr. Gemani is qualified Chartered Accountant from the Institute of Chartered Accountants
of India having membership no. 35735. Mr. Gemani has overall work experience of over 40
years in field of Finance & Accounts.
Mr. Gemani is working with IDFC for more than 25 years and has been actively involved in
building of IDFC as a financial conglomerate, creation of IDFC Bank and finally dismantling
the complex corporate structure to unlock value for IDFC shareholders.

C O R P O R AT E G O V E R N A N C E R E P O R T | 53
 BUSINESS
RESPONSIBILITY
& SUSTAINABILITY
REPORT
SECTION A: GENERAL DISCLOSURES

I. Details of the listed entity

1. Corporate Identity Number (CIN) of the Listed Entity L65191TN1997PLC037415

2. Name of the Listed Entity IDFC Limited
3. Year of incorporation January 30, 1997
4th Floor, Capitale Tower,
4. Registered office address 555 Anna Salai, Thiru Vi Ka Kudiyiruppu,
Teynampet, Chennai - 600 018
906/907, 9th Floor, Embassy Centre,
5. Corporate address Jamnalal Bajaj Road,
Nariman Point, Mumbai – 400021
6. E-mail info@idfclimited.com
7. Telephone +91 22 2282 1549
8. Website www.idfclimited.com
9. Financial year for which reporting is being done 2022-2023
National Stock Exchange Of India Limited,
10. Name of the Stock Exchange(s) where shares are listed
BSE Limited
11. Paid-up Capital Rs. 15,99,98,44,360
Name: Ms. Shivangi Mistry
Name and contact details (telephone, email address) of the
Designation: Company Secretary
12. person who may be contacted in case of any queries on the
Telephone number: +91 22 2282 1549
BRSR report
E-mail id: shivangi.mistry@idfclimited.com
Reporting boundary - Are the disclosures under this report made
on a standalone basis (i.e. only for the entity) or on a consolidated
13. Standalone basis
basis (i.e. for the entity and all the entities which form a part of its
consolidated financial statements, taken together).

II Products / services

14. Details of business activities (accounting for 90% of the turnover):

Sr.
No. Description of Main Activity Description of Business Activity % of Turnover of the entity
1 Non- Banking Finance Company Investments 100%

15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover)

Sr.
No. Product / Service NIC Code % of total Turnover contributed
1 Investments 99717010 100%

54 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
III. Operations

16. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total
National 0 2 2
International 0 0 0
17. Markets served by the entity:

a. Number of locations

Locations Number
National (No. of States) 1
International (No. of Countries) 0

b. What is the contribution of exports as a percentage of the total turnover of the entity? Not Applicable

c. A brief on types of customers: Not Applicable

IV. Employees

18. Details as at the end of Financial Year:

a. Employees and workers (including differently abled):

Sr. Total Male Female

No. Particulars (A) No. (B) % (B / A) No. (C) % (C / A)

EMPLOYEES
1. Permanent (D) 7 3 42.85 4 57.14
2. Other than Permanent (E) 0 0 0 0 0
3. Total employees (D + E) 7 3 42.85 4 57.14
WORKERS
4. Permanent (F) 0 0 0 0 0

5. Other than Permanent (G) 0 0 0 0 0

6. Total workers (F + G) 0 0 0 0 0

b. Differently abled Employees and workers:

Sr. Particulars Total Male Female
No (A) No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent (D) 0 0 0 0 0
2. Other than Permanent (E) 0 0 0 0 0
Total differently abled
3. 0 0 0 0 0
employees (D + E)
DIFFERENTLY ABLED WORKERS

4. Permanent (F) 0 0 0 0 0
5. Other than permanent (G) 0 0 0 0 0
6. Total differently abled workers
0 0 0 0 0
(F + G)
19. Participation/Inclusion/Representation of women

No. and percentage of Females

Total
(A) No. (B) % (B / A)

Board of Directors 5 1 20%

Key Management Personnel 3 1 33.33%

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 55
20 Turnover rate for permanent employees and workers

(Disclose trends for the past 3 years)

FY 2022-23 FY 2021-22 FY 2020-21
(Turnover rate in current FY) (Turnover rate in previous FY) (Turnover rate in the year prior
to the previous FY)
Male Female Total Male Female Total Male Female Total
Permanent Employees 0% 33% 0% 16.66% 0% 0% 0% 0% 0%
Permanent Workers 0% 0% 0% 0% 0% 0% 0% 0% 0%

V. Holding, Subsidiary and Associate Companies (including joint ventures)

21 (a) Names of holding / subsidiary / associate companies / joint ventures

Indicate whether Does the entity indicated

holding/ at column A, participate in
Name of the holding / Subsidiary/ % of shares the Business Responsibility
Sr. subsidiary / associate companies / joint Associate/ Joint held by listed initiatives of the listed entity?
No. ventures (A) Venture entity (Yes/No)
IDFC Financial Holding Company Limited
1 Subsidiary 100 NO
(“IDFC FHCL”)
2 IDFC FIRST Bank Limited Associate 39.99 YES
3 IDFC FIRST Bharat Limited Associate 39.99 NO
4 Jetpur Somnath Tollways Private Limited Associate 26 NO

VI. CSR Details

22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No): Yes
(ii) Turnover (in Rs.) – 20,75,58,92,100 /-

(iii) Net worth (in Rs.) - 95,18,64,29,150 /-

VII. Transparency and Disclosures Compliances

23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct:

FY 2022-23 FY 2021-22
Grievance Current Financial Year Previous Financial Year
Redressal
Number of
Mechanism in
complaints Number of
Place (Yes/No)
(If Yes, then Number of pending Number of complaints
Stakeholder group from provide web-link complaints resolution at complaints pending
whom complaint is for grievance filed during close of the filed during resolution at
received redress policy) the year year Remarks the year close of the year Remarks
Communities NO NO NO NO NO NO NO
Investors (other than
NO NO NO NO NO NO NO
shareholders)
Yes
One Pending
https://www.
compliant as
idfclimited.com/
on 31-Mar-
Shareholders investor_relations/ 10 1 2 0 Nil
2023 was
corporate_
resolved on
governance_
03-Apr-2023
policies.htm
Employees and workers NO NO NO NO NO NO NO
Customers NO NO NO NO NO NO NO
Value Chain Partners NO NO NO NO NO NO NO
Other (please specify) NO NO NO NO NO NO NO

56 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
24. Overview of the entity’s material responsible business conduct issues: Not Applicable

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters
that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the
risk along-with its financial implications, as per the following format

Indicate Rationale for In case of Financial implications of

whether risk identifying risk, approach the risk or opportunity
Sr. or opportunity the risk / to adaptor (Indicate positive or negative
No. Material issue identified (R/O) opportunity mitigate implications)

(Note: Post demerger of Financing Undertaking into IDFC FIRST Bank (an associate), the company has
minimal business operations and its focusing mainly on simplification of corporate structure by hiving off /
selling businesses with an ultimate objective of merging with IDFC FIRST Bank. As there is no business being
undertaken by the company, disclosures adopting NGRBC principles and core elements are not applicable).
Accordingly details under Section B and Section C are not provided.
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the
NGRBC Principles and Core Elements.

P P P P P P P P P
Disclosure Questions 1 2 3 4 5 6 7 8 9
Policy and management processes
1. a. Whether your entity’s policy/policies cover each principle and its
NO NO NO NO NO NO NO NO NO
core elements of the NGRBCs. (Yes/No)
b. Has the policy been approved by the Board? (Yes/No) NO NO NO NO NO NO NO NO NO
c. Web Link of the Policies, if available
2. Whether the entity has translated the policy into procedures. (Yes / No) NO NO NO NO NO NO NO NO NO
3. Do the enlisted policies extend to your value chain partners? (Yes/No) NO NO NO NO NO NO NO NO NO
4. Name of the national and international codes/certifications/labels/
standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance,
NA NA NA NA NA NA NA NA NA
Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity
and mapped to each principle.
5. Specific commitments, goals and targets set by the entity with defined
NA NA NA NA NA NA NA NA NA
timelines, if any.
6. Performance of the entity against the specific commitments, goals and
NA NA NA NA NA NA NA NA NA
targets along-with reasons in case the same are not met.
Governance, leadership and oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed
entity has flexibility regarding the placement of this disclosure) NA
8. Details of the highest authority responsible for implementation and
NA
oversight of the Business Responsibility policy (ies).
9. Does the entity have a specified Committee of the Board/ Director
responsible for decision making on sustainability related issues? (Yes / NO
No). If yes, provide details.
10. Details of Review of NGRBCs by the Company:

Indicate whether review was undertaken by Frequency

Director / Committee of the Board/ Any other (Annually/ Half yearly/ Quarterly/ Any other –
Committee please specify)
P P P P P P P P P P P P P P P P P P
Subject for Review 1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance against above policies and
D D D D D D D D D A A A A A A A A A
follow up action
Compliance with statutory requirements of
relevance to the principles, and, rectification D D D D D D D D D A A A A A A A A A
of any non-compliances
D = Director A = Annually

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 57
 11. Has the entity carried out independent assessment/ evaluation of P P P P P P P P P
the working of its policies by an external agency? (Yes/No). If yes, 1 2 3 4 5 6 7 8 9
provide name of the agency.
NO NO NO NO NO NO NO NO NO
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
P P P P P P P P P
Questions 1 2 3 4 5 6 7 8 9
The entity does not consider the Principles material to its business (Yes/No) NO NO NO NO NO NO NO NO NO
The entity is not at a stage where it is in a position to formulate and
YES YES YES YES YES YES YES YES YES
implement the policies on specified principles (Yes/No)
The entity does not have the financial or/human and technical resources
YES YES YES YES YES YES YES YES YES
available for the task (Yes/No)
It is planned to be done in the next financial year (Yes/No) NO NO NO NO NO NO NO NO NO
Any other reason (please specify)

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key
processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are
expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by
entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible.

PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and
Accountable

Essential Indicators

1. Percentage coverage by training and awareness programs on any of the Principles during the financial year:

% age of persons in
Topics / principles respective category
Total number of training and covered under the covered by the awareness
Segment awareness programmes held training and its impact programmes
Board of Directors 0 0 0
Key 0 0 0
Managerial Personnel 0 0 0
Employees other than BoD and
0 0 0
KMPs
Workers 0 0 0

2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by
directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format
(Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and
Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website): NIL

Monetary

Name of the Has an

regulatory/ enforcement appeal been
NGRBC agencies/ Amount Brief of preferred?
Principle judicial institutions (In INR) the Case (Yes/No)
Penalty/ Fine NA NA NA NA NA
Settlement NA NA NA NA NA
Compounding fee NA NA NA NA NA

58 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 Non - Monetary

Name of the regulatory/

NGRBC enforcement Brief of the Has an appeal been
Principle agencies/judicial institutions Case preferred? (Yes/No)
Imprisonment NA NA NA NA
Punishment NA NA NA NA

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-
monetary action has been appealed: NIL
Name of the regulatory/ enforcement
Case Details agencies/ judicial institutions
NA NA

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to
the policy. NO

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the
charges of bribery/ corruption:

FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
Directors 0 0
KMPs 0 0
Employees 0 0
Workers 0 0

6. Details of complaints with regard to conflict of interest:

FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
Number Remarks Number Remarks
Number of complaints received in relation to
0 0 0 0
issues of Conflict of Interest of the Directors
Number of complaints received in relation to
0 0 0 0
issues of Conflict of Interest of the KMPs

7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law
enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.: NIL

Leadership Indicators

1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year: NIL

% age of value chain programme partners

covered (by value of business done with
Topics / principles covered under the such partners) under the awareness
Total number of awareness held training programmes
NA NA NA

2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes,
provide details of the same. NO

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 59
PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe.

Essential Indicators

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

Details of improvements in
environmental and social
Current Financial Year Previous Financial Year impacts
R&D 0 0 0
Capex 0 0 0

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No) NO

b. If yes, what percentage of inputs were sourced sustainably?

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a)
Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. NOT APPLICABLE

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not,
provide steps taken to address the same. NO

Leadership Indicators

1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for
its services (for service industry)? If yes, provide details in the following format? NO

Boundary for
which the Life Whether conducted Results communicated in
Name of % of total Cycle Perspective/ by independent public domain (Yes/No)
Product/ Turnover Assessment was external agency If yes, provide the
NIC Code Service contributed conducted (Yes/No) web-link.
NA NA NA NA NA NA

2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products /
services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same
along-with action taken to mitigate the same.: NIL

Name of Product / Service Description of the risk / concern Action Taken

NA NA NA

3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or
providing services (for service industry).: NIL

Recycled or re-used input material to total material

FY 2021-22 FY 2022-23
Indicate input material Previous Financial Year Current Financial Year
NA NA NA

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely
disposed, as per the following format:

FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
Safely Safely
Re-Used Recycled Disposed Re-Used Recycled Disposed
Plastics
0 0 0 0 0 0
(including packaging)
E-waste 0 0 0 0 0 0
Hazardous waste 0 0 0 0 0 0
Other waste 0 0 0 0 0 0

60 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.: NIL
Reclaimed products and their packaging materials
Indicate product category as % of total products sold in respective category
NA NA

PRINCIPLE 3: Businesses should respect and promote the well-beingof all employees, including those in their value chains

Essential Indicators

1. a. Details of measures for the well-being of employees:

% of employees covered by
Health insurance Accidence insurance Maternity benefits Paternity benefits Day care facilities
Category Total (A) Number (B) % (B/A) Number (C) % (C/A) Number (D) % (D/A) Number (E) % (E/A) Number (F) % (F/A)
Permanent Employees
Male 3 4 133.33 3 100 0 0 0 0 0 0
Female 4 4 100 4 100 0 0 0 0 0 0
Total 7 8 114.29 7 100 0 0 0 0 0 0
Other than Permanent Employees
Male 0 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0
b. Details of measures for the well-being of workers:

% of workers covered by
Health insurance Accidence insurance Maternity benefits Paternity benefits Day care facilities
Category Total (A) Number (B) % (B/A) Number (C) % (C/A) Number (D) % (D/A) Number (E) % (E/A) Number (F) % (F/A)
Permanent Employees
Male 0 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0
Other than Permanent Employees
Male 0 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0

2. Details of retirement benefits, for Current FY and Previous Financial Year.

FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
No. of workers Deducted and No. of workers Deducted and
No. of employees covered as deposited with No. of employees covered as a deposited with
covered as a % of a % of total the authority covered as a % of % of total the authority
Benefits total employees workers (Y/N/N.A.) total employees workers (Y/N/N.A.)
PF 100 100 YES 100 0 YES
Gratuity 100 100 YES 100 0 YES
ESI 0 0 NA 0 0 NA
Others –
please NA NA NA NA NA NA
specify

3. Accessibility of workplaces

Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights
of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard. YES

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link
to the policy. NO

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 61
5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Permanent Employees Permanent Workers

Gender Return to work rate Retention rate Return to work rate Retention rate
Male 0 0 0 0
Female 0 0 0 0
Total 0 0 0 0
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes,
give details of the mechanism in brief.

Yes/ No
(If Yes, then give details of the mechanism in brief)
Permanent Workers No
Other than Permanent Workers No
Permanent Employees No
Other than Permanent Employees No

7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:

FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
No. of No. of
employees / employees/
Workers in workworn in
Total respective Total respective
employees/ category, who employees/ category, who
workers in are part of workers in are part of
respective association(s) respective association(s)
category or Union category or Union % (D /
Category (A) (B) % (B / A) (C) (D) C)
Total Permanent
7 0 0 6 0 0
Employees
- Male 3 0 0 3 0 0
- Female 4 0 0 3 0 0
Total Permanent 0 0 0 0 0 0
Workers
- Male 0 0 0 0 0 0
- Female 0 0 0 0 0 0

8. Details of training given to employees and workers:

FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
On health safety On health safety
measures On skil upgradation measures On skil upgradation
Number Number Number Number
Category Total (A) (B) % (B/A) (C) % (C/A) Total (D) (E) % (E/D) (F) % (F/D)
Employees
Male 3 0 0 0 0 3 0 0 0 0
Female 4 0 0 0 0 3 0 0 0 0
Total 7 0 0 0 0 6 0 0 0 0
Workers
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0

62 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
9. Details of performance and career development reviews of employees and worker:

FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
On health safety measures On health safety measures
Category Total (A) Number (B) % (B/A) Total (C) Number (D) % (D/C)
Employees
Male 3 3 100 3 3 100
Female 4 4 100 3 3 100
Total 7 7 100 6 6 100
Workers
Male 0 0 0 0 0 0
Female 0 0 0 0 0 0
Total 0 0 0 0 0 0

10. Health and safety management system:

a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the
coverage such system? NO

b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the
entity? NO

c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. NO

d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? NO

Details of safety related incidents, in the following format:

11. Details of safety related incidents, in the following format:

FY2022-23 FY2021-22
Safety Incident/Number Category Current Financial Year Previous Financial Year

Lost Time Injury Frequency Rate (LTIFR) (per one million- Employees 0 0
person hours worked) Workers 0 0
Employees 0 0
Total recordable work-related injuries
Workers 0 0
Employees 0 0
No. of fatalities
Workers 0 0

High consequence work-related injury or ill-health Employees 0 0

(excluding fatalities) Workers 0 0

12. Describe the measures taken by the entity to ensure a safe and healthy work place. NIL

13. Number of Complaints on the following made by employees and workers:

FY2022-23 FY2021-22
(Current Financial Year) (Previous Financial Year)
Filed during Pending resolution Filed during Pending resolution
the year at the end of year Remarks the year at the end of year Remarks
Working Conditions 0 0 No 0 0 No
Health & Safety 0 0 No 0 0 No

14. Assessments for the year:

% of your plants and offices that were assessed (by entity or statutory
authorities or third parties)
Health and safety practices 0
Working Conditions 0

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 63
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks /
concerns arising from assessments of health & safety practices and working conditions. NA

Leadership Indicators

1. Does the entity extend any life insurance or any compensatory package in the event of death of
(A) Employees YES (B) Workers NO

2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value
chain partners. NA

3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities (as
reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose family
members have been placed in suitable employment:

No. of employees/workers that are rehabilitated

and placed in suitable employment or whose family
Total no. of affected employees/ workers members have been placed in suitable employment
FY2022-23 FY2021-22 FY2022-23 FY2021-22
(Current Financial Year) (Previous Financial Year) (Current Financial Year) (Previous Financial Year)
Employees 0 0 0 0
Workers 0 0 0 0

4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment? NO

5. Details on assessment of value chain partners

% of value chain partners (by value of business done with such partners) that
were assessed
Health and safety practices 0
Working Conditions 0

6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of
health and safety practices and working conditions of value chain partners. NA

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders

Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity. NA

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group. NA

Channels of
communication
(Email, SMS,
Newspaper,
Whether Pamphlets,
identified as Advertisement, Frequency of Purpose and scope
Vulnerable & Community Meetings, engagement of engagement
Marginalized Notice Board, (Annually/ Half yearly/ including key topics and
Stakeholder Group Website), Other Board, Quarterly / others – concerns raised during
Group (Yes/No) Website), Other please specify) such engagement

Leadership Indicators

1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if
consultation is delegated, how is feedback from such consultations provided to the Board. NA

2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes
/ No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into
policies and activities of the entity. N0

3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder
groups. NA

64 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
PRINCIPLE 5: Businesses should respect and promote human rights

Essential Indicators

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

FY 2022-23 FY2021-22
Current Financial Year Previous Financial Year
No. employees / No. employees/
workers covered workers covered
Category Total (A) (B) % (B / A) Total (C) (D) % (D / C)
Employees
Permanent 7 0 0 6 0 0
Other permanent than 0 0 0 0 0 0
Total Employees 7 0 0 6 0 0
Workers
Permanent 0 0 0 0 0 0
Other permanent than 0 0 0 0 0 0
Total Workers 0 0 0 0 0 0

2. Details of minimum wages paid to employees and workers, in the following format:

FY 2022-23 FY2021-22
Current Financial Year Previous Financial Year
Equal to More than Equal to More than
Total (A) Minimm Wage Minimum Wage Total (D) Minimum Wage Minimum Wage
Category No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F /D)
Employees
Permanent 7 0 0 7 100 6 0 0 6 100
Male 3 0 0 3 100 3 0 0 3 100
Female 4 0 0 4 100 3 0 0 3 100
Other than Permanent 0 0 0 0 0 0 0 0 0 0
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Workers
Permanent 0 0 0 0 0 0 0 0 0 0
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Other than Permanent 0 0 0 0 0 0 0 0 0 0
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0

3. Details of remuneration/salary/wages, in the following format:

Male Female
Median Median
remuneration/ remuneration/
salary/ wages of salary/ wages of
Number respective category Number respective category
Board of Directors (BoD) 4 15,00,000 1 15,00,000
Key Managerial Personnel 2 2,00,00,000 1 15,00,000
Employees other than BoD and KMP 1 8,00,000 3 9,00,000
Workers 0 0 0 0

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 65
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
contributed to by the business? NO

5. Describe the internal mechanisms in place to redress grievances related to human rights issues. NA

6. Number of Complaints on the following made by employees and workers:

FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
Pending Pending
resolution at resolution at
Current the end of Filed during the end of
Financial Year year Remarks the year year Remarks
Sexual Harassment 0 0 0 0 0 NO
Discrimination at workplace
0 0 0 0 0 NO
Child Labour
Forced Labour/Involuntary
0 0 0 0 0 NO
Labour Wages
Other human Rights related
0 0 0 0 0 NO
issues

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases. NA

8. Do human rights requirements form part of your business agreements and contracts? NO

9. Assessments for the year:

% of your plants and offices that were assessed (by entity or statutory authorities or
third parties)
Child labour 0
Forced/involuntary labour 0
Sexual harassment 0
Discrimination at workplace 0
Wages 0
Others – please specify 0

10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at
Question 9 above. NA

Leadership Indicators

1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints. NA

2. Details of the scope and coverage of any Human rights due-diligence conducted. NA

3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with
Disabilities Act, 2016? YES

4. Details on assessment of value chain partners:

% of value chain partners (by value of business done with such partners) that
were assessed
Sexual Harassment 0
Discrimination at workplace 0
Child Labour 0
Forced Labour/Involuntary Labour 0
Wages 0
Others – please specify 0

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at
Question 4 above. NA

66 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment

Essential Indicators

1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:

FY 2022-23 FY 2021-22
Parameter (Current Financial Year) (Previous Financial Year)
Total electricity consumption (A) 36,000 36,000
Total fuel consumption (B) 2,400 3,600
Energy consumption through other sources (C) 0 0
Total energy consumption (A+B+C) 38,400 39,600
Energy intensity per rupee of turnover
0 0
(Total energy consumption/ turnover in rupees)
Energy intensity (optional) – the relevant metric may be selected by the entity 0 0

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. NO

2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade
(PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved.
In case targets have not been achieved, provide the remedial action taken, if any. NO

3. Provide details of the following disclosures related to water, in the following format:

FY 2022-23 FY 2021-22
Parameter (Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres) 0 0
(i) Surface water 0 0
(ii) Groundwater 0 0
(iii) Third party water 0 0
(iv) Seawater / desalinated water 0 0
(v) Others 0 0
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 0 0
Total volume of water consumption
0 0
(in kilolitres)
Water intensity per rupee of turnover (Water consumed / turnover) 0 0
Water intensity (optional) – the relevant metric may be selected by the entity 0 0
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.

4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation. NO

5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Please specify FY 2022-23 FY 2021-22

Parameter unit (Current Financial Year) (Previous Financial Year)
NOx 0 0 0
SOx 0 0 0
Particulate matter (PM) 0 0 0

Persistent organic pollutants (POP) 0 0 0

Volatile organic compounds (VOC) 0 0 0
Hazardous air pollutants (HAP) 0 0 0
Others – please specify 0 0 0

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. NO

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 67
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
FY 2022-23 FY 2021-22
Parameter Unit (Current Financial Year) (Previous Financial Year)
Total Scope 1 emissions (Break-up of the GHG into
0 0 0
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
Total Scope 2 emissions (Break-up of the GHG into
0 0 0
CO2, CH4, N2O, HFCs, PFCs,
Total Scope 1 and Scope 2 emissions per rupee of
0 0 0
turnover
Total Scope 1 and Scope 2 emission intensity
(optional) 0 0 0
– the relevant metric may be selected by the entity

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. NO

7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details. NO

8. Provide details related to waste management by the entity, in the following format:

FY 2022-23 FY 2021-22
Parameter (Current Financial Year) (Previous Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A) 0 0
E-waste (B) 0 0
Bio-medical waste (C) 0 0

Construction and demolition waste (D) 0 0

Battery waste (E) 0 0
Radioactive waste (F) 0 0
Other Hazardous waste. Please specify, if any. (G) 0 0

Other Non-hazardous waste generated (H). Please

0 0
specify, if any.
(Break-up by composition i.e. by 0 0
materials relevant to the sector) 0 0
Total (A+B + C + D + E + F + G + H) 0 0
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in
metric tonnes)
Category of waste 0 0
(i) Recycled 0 0
(ii) Re-used 0 0
(iii) Other recovery operations 0 0
Total 0 0
For each category of waste generated, total waste disposed by nature of disposal
method (in metric tonnes)
Category of waste 0 0
(i) Incineration 0 0
(ii) Landfilling 0 0
(iii) Other disposal operations 0 0
Total 0 0

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. NO

68 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company
to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such
wastes. NA

10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere
reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are
required, please specify details in the following format: NA

Whether the conditions of environmental approval / clearance are being

SR. Location of Type of complied with? (Y/N)
No. operations/offices operations If no, the reasons thereof and corrective action taken, if any.

11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
financial year: NA

Whether conducted by Results communicated

Name and brief EIA independent external agency in public domain
details of project Notification No. Date (Yes / No) (Yes / No) Relevant Web link

12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and
Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If
not, provide details of all such non-compliances, in the following format: NO

Specify the law / regulation Any fines / penalties / action taken by

SR. / guidelines which was not Provide details of regulatory agencies such as pollution Corrective action
No. complied with the non- compliance control boards or by courts taken, if any

Leadership Indicators

1. Provide breakup of the Total Energy Consumed (in Joules or Multiples) from renewable and non renewable sources, in the following
format:

FY 2022-23 FY 2021-22
Parameter (Current Financial Year) (Previous Financial Year)
From renewable sources
Total electricity consumption (A) 0 0
Total fuel consumption (B) 0 0
Energy consumption through other sources (C) 0 0
Total energy consumed from renewable sources (A+B+C) 0 0
From non-renewable sources 0 0
Total electricity consumption (D) 0 0
Total fuel consumption (E) 0 0
Energy consumption through other sources (F) 0 0
Total energy consumed from non-renewable sources (D+E+F) 0 0

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency. NO

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 69
2. Provide the following details related to water discharged.

FY 2022-23 FY 2021-22
Parameter (Current Financial Year) (Previous Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(ii) To Groundwater
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(iii) To Seawater
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(iv) Sent to third-parties
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(v) Others
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
Total water discharged (in kilolitres) 0 0

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. NO

3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres): Not Applicable For each facility / plant
located in areas of water stress, provide the following information: NO

(i) Name of the area

(ii) Nature of operations

70 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 (iii) Water withdrawal, consumption and discharge in the following format:

FY 2022-23 FY 2021-22
Parameter (Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kilolitres) NA NA
(i) Surface water
(ii) Groundwater
(iii) Third party water
(iv) Seawater / desalinated water
(v) Others
Total volume of water withdrawal (in kilolitres)
Total volume of water consumption (in kilolitres)
Water intensity per rupee of turnover (Water consumed /
turnover)
Water intensity (optional) – the relevant metric may be selected by
the entity
(i) Into Surface water
- No treatment
- With treatment – please specify level of treatment
(ii) Into Groundwater
- No treatment
- With treatment – please specify level of treatment
(iii) Into Seawater
- No treatment
- With treatment – please specify level of treatment
(iv) Sent to third-parties
- No treatment
- With treatment – please specify level of treatment
(v) Others
- No treatment
- With treatment – please specify level of treatment
Total water discharged (in kilolitres)

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.

4. Please provide details of total Scope 3 emissions & its intensity, in the following format:

FY 2022-23 FY 2021-22
Parameter Unit (Current Financial Year) (Previous Financial Year)
Total Scope 3 emissions (Break-up of the GHG into
0 0 0
CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)
Total Scope 3 emissions per rupee of turnover 0 0 0
Total Scope 3 emission intensity (optional) – the
0 0 0
relevant metric may be selected by the entity

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency. NO

5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant
direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities. NA

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 71
6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or
reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of
such initiatives, as per the following format: NA

Details of the initiative (Web-link, if any, may

Sr. No Initiative undertaken be provided along-with summary) Outcome of the initiative

7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link. NO

8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard. NA

9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts.
0%

PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible
and transparent

Essential Indicators

1. a. Number of affiliations with trade and industry chambers/ associations. 0

b.  List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity
is a member of/ affiliated to. NA

Sr. Name of the trade and industry chambers/ Reach of trade and industry chambers/ associations
No. associations (State/National)

2. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based on
adverse orders from regulatory authorities. NA

Name of authority Brief of the case Corrective action taken

Leadership Indicators

1. Details of public policy positions advocated by the entity NA

Frequency
Review by Board
Whether (Annually/ Half
information yearly/ Quarterly/
Public Method resorted available in public Others – please Web Link, if
Sr. No. policy advocated for such advocacy domain? (Yes/No) specify available

72 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
PRINCIPLE 8: Businesses should promote inclusive growth and equitable development

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial
year. NA

Whether
conducted Results
by independent communicated
Name and brief SIA Notification Date of external domain in public link Relevant Web
details of project No. notification agency (Yes / No) domain link

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in
the following format: NA

Name of No. of Project Amounts paid to

Projectfor which Affected Families % of PAFs covered PAFs in the FY (In
Sr. No. R&R is ongoing State District (PAFs) by R&R INR)

3. Describe the mechanisms to receive and redress grievances of the community. NA

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2022-23 FY 2021-22
(Current Financial Year) (Previous Financial Year)
% %
Directly sourced from MSMEs/ small producers 0 0
Sourced directly from within the district and neighbouring districts 0 0

Leadership Indicators

1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference:
Question 1 of Essential Indicators above): NA

Details of negative social impact identified Corrective action taken

2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by
government bodies: NA

Sr.
No. State Aspirational District Amount spent (In INR)

3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized /vulnerable groups? (Yes/No) NO

(b) From which marginalized /vulnerable groups do you procure? NA

(c) What percentage of total procurement (by value) does it constitute? 0%

4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial
year), based on traditional knowledge: NA

Sr. Intellectual Property based on traditional Owned/ Acquired Benefit shared Basis of calculating
No. knowledge (Yes/No) (Yes / No) benefit share

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 73
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage
of traditional knowledge is involved. NA

Name of authority Brief of the Case Corrective action taken

6. Details of beneficiaries of CSR Projects: NA

Sr. No. of persons benefitted from CSR % of beneficiaries from vulnerable and
No. CSR Project Projects marginalized groups

PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner

Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback. NA

2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

As a percentage to total turnover

Environmental and social parameters relevant to the product 0
Safe and responsible usage Recycling and/or safe disposal 0

3. Number of consumer complaints in respect of the following:

FY 2022-23 FY 2021-22
(Current Financial Year) Remarks (Previous Financial Year) Remarks
Received Pending Received Pending
during the resolution at during the resolution at
year end of year year end of year
Data privacy 0 0 NA 0 0 NA
Advertising 0 0 NA 0 0 NA
Cyber-security 0 0 NA 0 0 NA
Delivery of essential
0 0 NA 0 0 NA
services
Restrictive Trade Practices 0 0 NA 0 0 NA
Unfair Trade Practices 0 0 NA 0 0 NA
Other 0 0 NA 0 0 NA

4. Details of instances of product recalls on account of safety issues:

Number Reasons for recall

Voluntary recalls 0 NA
Forced recalls 0 NA

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-
link of the policy. NO

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory
authorities on safety of products / services. NA

74 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 Leadership Indicators

1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).
NA

2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services. NA

3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services. NA

4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not
Applicable) If yes, provide details in brief. N0

Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity,
significant locations of operation of the entity or the entity as a whole? (Yes/No) N0

5. Provide the following information relating to data breaches:

a. Number of instances of data breaches along-with impact 0

b. Percentage of data breaches involving personally identifiable information of customers 0%

B U S I N E S S R E S P O N S I B I L I T Y & S U S TA I N A B I L I T Y R E P O R T | 75

We Mahendra N Shah - Managing Director
and Bipin Gemani – Chief Financial
Officer of IDFC Limited (“IDFC” or “the
Company”), hereby certify to the Board
that:
a) We have reviewed financial
statements and the cash flow
statement for the year and that to
the best of our knowledge and belief:
i. These statements do not
contain any materially untrue
statement or omit any material
fact or contain statements that
might be misleading;
ii. These statements together
present a true and fair view
of the Company’s affairs
and are in compliance with
existing accounting standards,
applicable laws and regulations.
b) There are, to the best of my
knowledge and belief, no
transactions entered into by IDFC
during the year which are fraudulent,
illegal or violative of the Company’s
code of conduct.
76 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
MD & CFO
CERTIFICATE
Certification by Managing Director
and Chief Financial Officer of the
Company for the Financial Year
2022-2023
c) We are responsible for establishing
and maintaining internal controls
for financial reporting in IDFC and
have evaluated the effectiveness of
the internal control systems of the
Company pertaining to financial
reporting. We have disclosed to the
Auditors and the Audit Committee,
deficiencies in the design or
operation of such internal controls, if
any, of which we are aware and the
steps we have taken or propose to
take to rectify these deficiencies.
d) We have indicated to the Auditors
and the Audit committee:
i. Significant changes in internal
control over financial reporting
during the year;
ii. Significant changes in
accounting policies during the
year and the same have been
disclosed in the Notes to the
financial statements; and
iii. Instances of significant fraud of
which we have become aware
and
iv. the involvement therein, if
any, of the Management or an
employee having a significant
role in the Company’s internal
control system over financial
reporting.
e) We affirm that we have not denied
any personnel access to the Audit
Committee of the Company
(inrespect of matters involving
alleged misconduct, if any)
f) We further declare that all Board
Members and Senior Management
Personnel have affirmed compliance
with the Code of Conduct for the
current year.
Mahendra N. Shah
Managing Director
Mumbai | May 04, 2023
Bipin Gemani
Chief Financial Officer
Mumbai | May 04, 2023
 INDEPENDENT SECRETARIAL
AUDITORS’ CERTIFICATE ON
CORPORATE GOVERNANCE

TO, ii. The Risk Management Committee

THE MEMBERS
IDFC LIMITED
We have examined the compliance of
conditions of Corporate Governance by
IDFC Limited (“the Company”) for the
year ended March 31, 2023, as stipulated in
chapter IV of The Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015 [“Listing Regulations”].
The compliance of conditions of Corporate
Governance is the responsibility of the
Management. Our examination was
limited to procedures and implementation
thereof, adopted by the Company for
ensuring compliance with the conditions
of Corporate Governance. It is neither an
audit nor an expression of opinion on the
Financial Statements of the Company.
In our opinion and to the best of our
information and according to the
explanations given to us, we certify that
the Company has complied with the
conditions of Corporate Governance
as specified in chapter IV of the Listing
Regulations except in respect of the
followings:-
did not have requisite number of
members during the period from
August 16, 2022 to August 23, 2022
as required under Regulation 21 of
Listing Regulations. Further, tlie
gap between two meetings of Risk
Management Committee held on
May 6,2022 and November 11,2022
exceeded one hundred and eighty
days.
We further state that such compliance
is neither an assurance as to the future
viability of the Company nor the
efficiency or effectiveness with which the
Management has conducted the affairs of
the Company.
For Bhandari & Associates
Company Secretaries
Firm Registration No.: P1981MH043700
Manisha Maheshwari
Partner
ACS No.: 30224
C P No.: 11031
Mumbai | May 04, 2023
UDIN: A030224E000253150

i. The Company did not have requisite

number of directors on its Board
during the period from August
16, 2022 to August 23, 2022 and
October 01, 2022 to March 31, 2023
as required under Regulation 17(l)(c)
of Listing Regulations.

I N D E P E N D E N T S E C R E TA R I A L A U D I T O R S ’ C E R T I F I C AT E O N C O R P O R AT E G O V E R N A N C E | 77
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF IDFC LIMITED
Report on the audit of the Standalone Financial Statements
Opinion
1. We have audited the accompanying standalone Ind AS financial statements of IDFC Limited (‘the Company’), which comprise the
standalone balance sheet as at 31 March 2023, and the standalone statement of profit and loss (including other comprehensive
income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to
the standalone financial statements, including a summary of significant accounting policies and other explanatory information (‘the
Standalone Financial Statements’).
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023,
and its profit and other comprehensive income, changes in equity and its cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing (‘SAs’) specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the
Standalone Financial Statements under the provisions of the Act, and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion on the Standalone Financial Statements.
Emphasis of Matter
4. We draw attention to note 29(iii) to the Standalone Financial Statements mentioning that the Company is in process of appointing
new directors on the Board to comply with Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Our opinion on the Standalone Financial Statements is not modified in respect of the above matter.
Key Audit Matters
5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter
Assessment of valuation of investments measured at fair value for
which no listed price in an active market is available and valuation
is carried out basis market information and significant unobservable
inputs. (Refer note 33 to the standalone financial statements.)
The Company has investments in Venture Capital Funds (“VCF”)
units amounting to ` 347.82 crores measured at fair value, where
no listed price in an active market is available. The corresponding
fair value change is recognised in statement of profit and loss in
accordance with related Accounting Standard (Ind-AS 109).
In measuring the fair value of these investments, the management
considers the net asset value (“NAV”) declared by the investment
managers of the VCF unit. NAV is considered as a significant
unobservable input as the Company does not have direct access to
the valuations of the underlying portfolio companies in which the
VCFs have invested.
The management also reviews the performance of the portfolio
companies on a regular basis by tracking the latest available financial
statements/financial information, valuation report of independent
valuers, investor communications and basis the said assessment
determines whether any discount is required to be applied on
the NAV communicated by the investment managers of VCF. The
assessment made by the management also takes into consideration
the illiquidity considering the said investments are not actively
traded in the market. The assessment prepared by the management
is placed before the Board of Directors for their approval at regular
intervals. Considering the inherent subjectivity in the valuation of
the above investments, relative significance of these investments to
the standalone financial statements and the nature and extent of
the audit procedures involved, we determined this to be a key audit
matter.
How the matter was addressed in our audit
The following procedures were performed by us to test the
valuation of investments which are measured at fair value for
which no listed price in an active market is available:
a. We obtained an understanding from the management,
assessed and tested the design and operating effectiveness
of the Company’s control over assessment of fair value of
investments.
b. We verified that requisite approvals are in place with
regards to Management’s assessment of fair valuation of
investments in VCF.
c. We traced the inputs used in the calculation from the
source data (Statement of Accounts, NAV declared etc.)
to verify the arithmetical accuracy of the calculation of
valuation of investments.
d. We evaluated the adequacy of the disclosures in the
standalone financial statements.
Based on our above audit procedures, we consider that the
management’s assessment of the fair value of the above
investments for which no listed price in an active market is
available is reasonable.

78 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
INDEPENDENT AUDITOR’S REPORT
Other Information
6. The Company’s Board of Directors are responsible for the other information. The other information comprises the information
included in the Company’s annual report but does not include the Standalone Financial Statements and our auditors’ report thereon.
The Other Information is expected to be made available to us after the date of this auditor’s report.
7. Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
8. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
9. The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the preparation
of these Standalone Financial Statements that give a true and fair view of the state of affairs, profit and other comprehensive
income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Indian accounting standards (‘Ind AS’) specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.
10. In preparing the Standalone Financial Statements, the Board of Directors is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
11. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the Standalone Financial Statements
12. Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Standalone Financial Statements.
13. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
13.1. Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
13.2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls with reference to Standalone Financial Statements in place and the operating
effectiveness of such controls.
13.3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management.
13.4. Conclude on the appropriateness of the Management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to continue as a going concern.
13.5. Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and
whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair
presentation.
14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

S TA N D A L O N E F I N A N C I A L S | 79
INDEPENDENT AUDITOR’S REPORT
15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
16. From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Standalone Financial Statements of the current year and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
17. We draw attention to note 24(iii) of the Standalone Financial Statements which highlights that as part of simplification of corporate
structure, the Board of Directors of the Company along with the three Wholly Owned Subsidiaries (“WOS”) IDFC Alternatives
Limited, IDFC Trustee Company Limited and IDFC Projects Limited, approved the merger of WOS into the Company, subject to
receiving regulatory approvals from various authorities. Post Board approval, the Company along with its three WOS has filed
scheme of amalgamation with Official Liquidator (“OL”) – Chennai and Regional Director / Registrar of Companies (“ROC”) –
Chennai on 06 December 2021. The ROC, Chennai vide its letter dated 01 February 2022 intimated no observation / suggestions to
the aforesaid scheme of amalgamation. Also, the OL of Madras High Court vide its letter dated 24 March 2022 communicated no
observation to the aforesaid scheme of amalgamation. The Company filed petition with National Company Law Tribunal (“NCLT”) –
Chennai on 13 April 2022. NCLT heard the petition on 20 October 2022 and passed the order on 22 November 2022 in favour of the
Company. Appointed date of the merger being 01 April 2021, the Company has given effect to the Order and have prepared merged
accounts for all the periods appearing in the Standalone Financial Statements. Consequently, the previous year numbers presented
in the Standalone Financial Statements has been restated. Our opinion on the Standalone Financial Statements is not modified in
respect of the above matter.
Report on Other Legal and Regulatory Requirements
18. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’), issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.
19. As required by Section 143(3) of the Act, we report that:
19.1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
19.2. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
19.3. The standalone balance sheet, the standalone statement of profit and loss including other comprehensive income, the
statement of changes in equity and the standalone cash flow statement dealt with by this Report are in agreement with the
books of account.
19.4. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.
19.5. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board
of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section
164(2) of the Act.
19.6. With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’.
19.7. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down under Section 197 of the Act.
20. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
20.1. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its Standalone
Financial Statements – Refer Note 31 to the Standalone Financial Statements.
20.2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses.
20.3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by
the Company.
20.4. The Management has represented, to best of their knowledge and belief, that no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other person(s) or entity(ies), including foreign entities (‘Intermediaries’), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in

80 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
INDEPENDENT AUDITOR’S REPORT
any manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries’) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.
20.5. The Management has represented, to best of their knowledge and belief, that no funds have been received by the Company
from any person(s) or entity(ies), including foreign entities (‘Funding Parties’), with the understanding, whether recorded in
writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.
20.6. Based on such audit procedures, that has been considered reasonable and appropriate in the circumstances, performed by
us, nothing has come to our notice that has caused us to believe that the representation under para 20.4 and 20.5 contain any
material misstatement.
20.7. In our opinion and according to the information and explanations given to us, the dividend declared and / or paid during the
year by the Company is in compliance with Section 123 of the Act.
20.8. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), provides for the feature of recording of audit trail
(edit log) facility in the accounting software used by the Company for maintenance of books of account, which is applicable
to the Company from financial year beginning 1 April 2023. The reporting under clause (g) of Rule 11 of Companies (Audit and
Auditors) Rules, 2014 would be done from financial year 2023-2024 onwards.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Devang Doshi
Partner
ICAI Membership No: 140056
UDIN: 23140056BGZQQU6737

Mumbai, May 04, 2023

S TA N D A L O N E F I N A N C I A L S | 81
Annexure A to Independent Auditors’ Report
ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF IDFC LIMITED FOR
THE YEAR ENDED 31 MARCH 2023
(Referred to in paragraph 18 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Property,
Plant and Equipment (‘PPE’).
(b) The Company has a regular programme of physical verification of its PPE by which all PPE are verified in a phased manner
over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the
Company and the nature of its assets. Pursuant to the programme, certain PPE were physically verified by the Management
during the year. In our opinion, and according to the information and explanations given to us, no material discrepancies were
noticed on such verification.
(c) The Company does not own any immovable properties. Therefore, the provisions of clause 3(i)(c) of the said Order is not
applicable the company.
(d) In our opinion and according to the information and explanations given to us, the Company has not revalued its PPE (including
Right of Use assets) during the year.
(e) In our opinion and according to the information and explanations given to us and on the basis of our examination of the
records of the Company, no proceedings have been initiated or are pending against the Company for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
ii. (a) The Company is in the business of rendering services and, consequently, does not hold any inventory. Therefore, the provisions
of Clause 3(ii)(a) of the said Order is not applicable to the Company.
(b) The Company has not been sanctioned any working capital limits in excess of ` 5 crores at any point of time during the year,
from banks or financial institutions.
iii. (a) In our opinion and according to the information and explanations given to us, the Company has granted loans or advances in
the nature of unsecured loans to parties, and the details are mentioned in the following table:

Particulars Advances in the nature of

loans (` in crores)
Aggregate amount granted/ provided during the year
Subsidiary 100

Balance outstanding as at balance sheet date in respect of above cases

Subsidiary -
(b) In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of all loans
and advances in the nature of loans provided are not prejudicial to the Company’s interest.
(c) In our opinion and according to the information and explanations given to us, in respect of loans and advances in the nature
of loans, the schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts
are regular during the year.
(d) No amount is overdue in respect of loans and advances in the nature of loans.
(e) In our opinion and according to the information and explanations given to us, neither loans or advances in nature of loans have
been renewed or extended nor any fresh loans have been granted to settle the overdue of existing loans.
(f) The Company has not granted any loans or advances in the nature of loans to Promoters/Related Parties (as defined in section
2(76) of the Act) which are either repayable on demand or without specifying any terms or period of repayment.
iv. The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act.
Therefore, the provisions of Section 185 are not applicable to the Company. The Company is registered as a Non – Banking Financial
Company – Investment and Credit Company with the Reserve Bank of India. Thus, the provisions of Section 186 except sub-section
(1) of the Act is not applicable to the Company. In our opinion and according to the information and explanations given to us, during
the year, the Company has not made any investments through more than two layers of the investment companies as mentioned in
sub- section (1) of Section 186 of the Act.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits or
amounts which are deemed to be deposits from the public during the year in terms of directives issued by the Reserve Bank of India
or the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly,
paragraph 3(v) of the Order is not applicable to the Company.
vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act
for any of the products of the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.
vii. (a) In our opinion and according to the information and explanations given to us, amounts deducted/accrued in the books of
account in respect of undisputed statutory dues including Goods and Services Tax, provident fund, employees’ state insurance,
income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues have
been regularly deposited by the Company with the appropriate authorities.

82 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
Annexure A to Independent Auditors’ Report
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,
employees’ state insurance, income-tax, Goods and Services Tax, duty of customs, cess and other material statutory dues were
in arrears as at 31 March 2023 for a period of more than six months from the date they became payable.
(b) In our opinion and according to the information and explanations given to us, we confirm that the following dues of income
tax have not been deposited to/with the appropriate authority on account of dispute:

Name of the Nature of the Amount Assessment year Forum where dispute is pending
Statute Dues (in ` in crores) to which the
amount relates
Income Tax Demand # 2007-08 Asst. Commissioner of Income tax
Income Tax Demand # 2007-08 Asst. Commissioner of Income tax /National
faceless Assessment Centre
Income Tax Demand 0.02 2008-09 Asst. Commissioner of Income tax
Income Tax Demand # 2008-09 Asst. Commissioner of Income tax/National
faceless Assessment Centre
Income Tax Demand 0.13 2010-11 Asst. Commissioner of Income tax
Income Tax Demand # 2012-13 Asst. Commissioner of Income tax /National
Faceless Assessment Centre
Income Tax Demand 0.03 2012-13 Asst. Commissioner of Income tax
Income Tax Demand 0.03 2013-14 Asst. Commissioner of Income tax
Income Tax Demand # 2014-15 Asst. Commissioner of Income tax /National
Faceless Assessment Centre
Income Tax Demand 0.08 2014-15 Income Tax Officer
Income Tax Demand 0.39 2015-2016 Commissioner of Income tax (Appeals)/National
Faceless Appeal Centre

Income Tax Demand 184.18 2016-17 Commissioner of Income tax (Appeals)/National

Faceless Appeal Centre
Income Tax Demand 23.26 2017-18 Commissioner of Income tax (Appeals)/National
Faceless Appeal Centre
Income Tax Demand 11.46 2018-19 Commissioner of Income tax (Appeals)/National
Faceless Appeal Centre
Income Tax Demand 3.08 2018-19 Commissioner of Income tax (Appeals)/National
Faceless Appeal Centre
Income Tax Demand 0.81 2019-20 Asst. Commissioner of Income tax/National
Faceless Assessment Centre
Income Tax Demand 4.87 2020-21 Commissioner of Income tax (Appeals)/National
Faceless Appeal Centre
Income Tax Demand 0.71 2020-21 Asst. Commissioner of Income tax /National
Faceless Assessment Centre
Income Tax Demand 0.07 2020-21 Asst. Commissioner of Income tax /National
faceless Assessment Centre
Income Tax Demand 0.08 2022-23 Asst. Commissioner of Income tax/Centralised
Processing Centre
Amount less than ` one lakh is denoted by #
viii. In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of
the Company, we confirm that we have not come across any transactions not recorded in the books of account which have been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
ix. (a) The Company has not obtained loans or borrowings from Bank/Financial institutions or government and has not issued any
debentures during the year. Thus, the provision of Clause 3(ix)(a) of the Order is not applicable to the Company.
(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the
Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority or any other lender.
(c) In our opinion and according to the information and explanations given to us, the Company has not raised any term loans
during the year. Accordingly, the provisions of Clause 3(ix)(c) of the Order is not applicable to the Company.
(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination
of the financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term
purposes by the Company.

S TA N D A L O N E F I N A N C I A L S | 83
Annexure A to Independent Auditors’ Report
(e) According to the information and explanations given to us and on an overall examination of the financial statements of the
Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the
obligations of its subsidiaries, associates or joint ventures.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has
not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.
x. (a) The Company did not raise money by way of initial public offer or further public offer (including debt instruments) during the
year.
(b) The Company has not made any preferential allotment / private placement of shares / fully / partly / optionally convertible
debentures during the year.
xi. (a) In our opinion and according to the information and explanations given to us, there has been no fraud by the Company or any
fraud on the Company that has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under
rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) As represented to us by the Management, there are no whistle blower complaints received by the Company during the year.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly,
paragraph 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions
with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions
have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. (a) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and
nature of its business.
(b) We have considered the internal audit reports of the Company issued till date, for the period under audit.
xv. According to the information and explanations given to us, in our opinion during the year the Company has not entered into any
non-cash transactions with its directors or persons connected with its directors. Accordingly, paragraph 3(xv) of the Order is not
applicable to the Company. and hence provisions of section 192 of the Act are not applicable to the Company.
xvi. (a) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and the Company has
obtained the required registration.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid CoR from
the Reserve Bank of India as per the Reserve Bank of India Act, 1934.
(c) The Company is not a CIC as defined in the regulations made by Reserve Bank of India.
(d) The Group has no CIC as part of the Group.
xvii. The Company has not incurred any cash losses in the current financial year. The Company has incurred cash loss of ` 2.63 crores
(post restatement) in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year and accordingly paragraph 3(xviii) of the Order is not
applicable.
xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates
of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements,
our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of
the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither
give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.
xx. There are no amount unspent on the Corporate Social Responsibilities activities and hence reporting under the clause 3(xx)(a) and
(b) of the Order are not applicable.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Devang Doshi
Partner
ICAI Membership No: 140056
UDIN: 23140056BGZQQU6737

Mumbai, May 04, 2023

84 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
Annexure B to Independent Auditors’ Report
ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF IDFC LIMITED FOR
THE YEAR ENDED 31 MARCH 2023
(Referred to in paragraph 19.6 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’).

Opinion
1. We have audited the internal financial controls with reference to the Standalone Financial Statements of IDFC Limited as at 31 March
2023 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

2. In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to the Standalone
Financial Statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal
controls over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (‘the Guidance Note’).

Management’s responsibility for Internal Financial Controls

3. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal controls
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s responsibility
4. Our responsibility is to express an opinion on the Company’s internal financial controls with reference to the Standalone Financial
Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing
(‘SA‘), prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference
to the Standalone Financial Statements. Those SAs and the Guidance Note require that we comply with the ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to
the Standalone Financial Statements were established and maintained and whether such controls operated effectively in all material
respects.

5. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
with reference to the Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls
with reference to the Standalone Financial Statements included obtaining an understanding of internal financial controls with
reference to the Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to
fraud or error.

6. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls with reference to the Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to the Standalone Financial Statements
7. A company’s internal financial controls with reference to the Standalone Financial Statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with
reference to the Standalone Financial Statements include those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a
material effect on the Standalone Financial Statements.

S TA N D A L O N E F I N A N C I A L S | 85
Annexure B to Independent Auditors’ Report
Inherent Limitations of Internal Financial Controls with reference to the Standalone Financial Statements
8. Because of the inherent limitations of internal financial controls with reference to the Standalone Financial Statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Standalone Financial
Statements to future periods are subject to the risk that the internal financial controls with reference to the Standalone Financial
Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Devang Doshi
Partner
ICAI Membership No: 140056
UDIN: 23140056BGZQQU6737

Mumbai, May 04, 2023

86 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
STANDALONE BALANCE SHEET AS AT MARCH 31, 2023

(` in crore)
Notes As at As at
March 31, 2023 March 31, 2022
ASSETS
Financial assets
Cash and cash equivalents 3 110.86 71.11
Bank balances other than cash and cash equivalents above 4 1.02 1.45
Receivables
(i) Other receivables 5 - 2.01
Investments 6 9,376.73 9,329.30
Other financial assets 7 0.26 0.96

Non-financial assets
Income tax asset (net) 8 74.92 11.27
Property, plant and equipment 9 0.07 0.16
Other non-financial assets 10 2.99 0.19
Assets classified as held for sale 27 3.79 -
Total assets 9,570.64 9,416.45

LIABILITIES AND EQUITY

LIABILITIES
Financial liabilities
Payables
(I) Othe payables 11
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises 7.31 2.90
and small enterprises
Other financial liabilities 12 5.02 3.25

Non-financial Liabilities
Deferred tax liabilities (net) 13 36.25 18.08
Provisions 14 0.14 -
Other non-financial liabilities 15 3.28 1.16

EQUITY
Equity share capital 16A 1,599.99 1,596.44
Other equity 16B 7,918.65 7,794.62
Total liabilities and equity 9,570.64 9,416.45

The accompanying notes are integral part of these standalone financial statements.
This is the standalone balance sheet referred to in our report of even date.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

S TA N D A L O N E F I N A N C I A L S | 87
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
Notes Year ended Year ended
March 31, 2023 March 31, 2022
REVENUE FROM OPERATIONS
Interest income 17 0.45 4.70
Dividend 1,930.00 -
Net gain on fair value changes 18 145.14 87.40
Total revenue from operations 2,075.59 92.10
Other income 19 0.41 3.13
Total income 2,076.00 95.23

EXPENSES
Finance costs 20 0.50 -
Employee benefit expenses 21 6.90 10.14
Impairment on financial instruments 22 0.73 (0.23)
Depreciation, amortisation and impairment 9 0.08 0.10
Others expenses 23 14.42 13.14
Total expenses 22.63 23.15
Profit before tax 2,053.37 72.08

Income tax expense: 25

- Current tax 5.88 3.32
- Deferred tax charge / (credit) 18.17 17.50
- Tax adjustment on earlier years 0.22 (2.71)
Total tax expense 24.27 18.11
Profit for the year 2,029.10 53.97

Other comprehensive income for the year

Items that will not be reclassified to profit or loss 26b(ii)
- Remeasurements of post-employment benefit obligations (0.13) (0.12)
- Income tax relating to these items 0.03 0.03
Other comprehensive income / (loss), net of tax (0.10) (0.09)
Total comprehensive income for the year 2,029.00 53.88

Earnings per equity share of ` 10 each 30

- Basic (`) 12.70 0.34
- Diluted (`) 12.70 0.34

The accompanying notes are integral part of these standalone financial statements.
This is the standalone statement of profit and loss referred to in our report of even date.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

88 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2023

A. EQUITY SHARE CAPITAL (` in crore)

Notes Number Amount
As at March 31, 2021 16A 1,596,358,316 1,596.36
Issued during the year 77,626 0.08
As at March 31, 2022 16A 1,596,435,942 1,596.44
Issued during the year 3,548,494 3.55
As at March 31, 2023 1,599,984,436 1,599.99

B. OTHER EQUITY (` in crore)

Notes Reserves and surplus
Securities Special Special Capital Share General Surplus Total
premium reserve u/s. reserve u/s. Reserve option Reserve in the other
36(1)(viii) of 45-IC of outstanding statement equity
the Income- the RBI Act, account of profit
tax Act, 1961 1934 and loss
As at March 31, 2021 16B 2,505.88 2,642.23 997.65 0.67 15.78 656.99 919.81 7,739.01
Profit for the year - - - - - 53.97 53.97
Other comprehensive - - - - - (0.09) (0.09)
income / (loss) for the year
Total comprehensive 2,505.88 2,642.23 997.65 0.67 15.78 656.99 973.69 7,792.89
income for the year
Transactions with owners in
their capacity as owners:
- Share based payments:
i) Employee stock option - - - - 2.01 - - 2.01
expense for the year
ii) Options granted to the - - - - - - - -
employees of
subsidiaries
iii) Options exercised 0.31 - - - - - - 0.31
during the year
iv) Vested options lapsed - - - - (11.04) 10.45 - (0.59)
during the year
- Dividends paid - - - - - - - -
- Dividend distribution - - - - - - - -
tax
- Transfers to:
i) Special reserve u/s. 45- - - 4.39 - - - (4.39) -
IC of the RBI Act, 1934
As at March 31, 2022 16B 2,506.19 2,642.23 1,002.04 0.67 6.75 667.44 969.30 7,794.62

S TA N D A L O N E F I N A N C I A L S | 89
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2023

B. OTHER EQUITY (` in crore)

Notes Reserves and surplus
Securities Special Special Capital Share General Surplus
Total
premium reserve u/s. reserve Reserve option Reserve in the
other
36(1)(viii) of u/s. 45-IC outstanding statement
equity
the Income- of the RBI account of profit
tax Act, 1961 Act, 1934 and loss
As at March 31, 2022 16B 2,506.19 2,642.23 1,002.04 0.67 6.75 667.44 969.30 7,794.62
Profit for the year - - - - - - 2,029.10 2,029.10
Other comprehensive - - - - - - (0.10) (0.10)
income / (loss) for the
year
Total comprehensive 2,506.19 2,642.23 1,002.04 0.67 6.75 667.44 2,998.30 9,823.62
income for the year
Transactions with
owners in their capacity
as owners:
- Share based payments:
i) Employee stock - - - - 0.24 - - 0.24
option expense for
the year
ii) Options granted to - - - - - - - -
the employees of
subsidiaries
iii) Options exercised 15.88 - - - - - - 15.88
during the year
iv) Vested options - - - - (6.99) 5.53 - (1.46)
lapsed during the
year
- Dividends paid - - - - - - (1,919.63) (1,919.63)
- Transfers to:
i) Special reserve u/s. - - 405.83 - - - (405.83) -
45-IC of he RBI Act,
1934

As at March 31, 2023 16B 2,522.07 2,642.23 1,407.87 0.67 - 672.97 672.84 7,918.65

The accompanying notes are integral part of these standalone financial statements.

This is the standalone statement of changes in equity referred to in our report of even date.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

90 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
STANDALONE STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
Notes Year ended Year ended
March 31, 2023 March 31, 2022
CASH FLOW FROM OPERATING ACTIVITIES :
Profit before tax 2,053.37 72.08
Adjustments :
Depreciation, amortisation and impairment 9 0.08 0.10
Net loss on sale of property, plant and equipments 23 0.01 -
Impairment of financial instruments 22 0.73 (0.23)
Interest income 17 (0.45) (4.70)
Interest expense 20 0.50 -
Gain on sale of investments (net) 18 (77.84) (12.81)
Employee share based payment expense 21 (2.10) 1.54
Change in fair value of financials assets 18 (67.30) (74.58)
Interest received 17 0.45 6.25
Provisions for employee benefits 26b(ii) (0.10) (0.09)
Operating (loss) / profit before working capital changes 1,907.35 (12.44)
Adjustments for (increase)/ decrease in operating assets:
Trade receivables 5 2.01 (2.01)
Other assets 7 &10 (2.82) 2.31
Bank balances other than cash and cash equivalents 4 0.43 0.41
Adjustments for increase/ (decrease) in operating liabilities
Other payables 11 4.41 1.10
Other liabilities 12,14 & 4.03 (0.59)
15
Cash generated from operations 8.06 1.22
Less : Income taxes paid (net of refunds) (69.77) (4.93)
Net cash inflow / (outflow) from operating activities 1,845.64 (16.15)
CASH FLOW FROM INVESTING ACTIVITIES :
Payments for purchase of investment (2,223.07) (276.22)
Payments for property, plant and equipments (0.06) (0.04)
Proceeds from disposal of property, plant and equipments 0.05 -
Proceeds from sale of investments 2,317.89 260.23
Net cash inflow / (outflow) from investing activities 94.81 (16.03)
CASH FLOW FROM FINANCING ACTIVITIES :
Inter corporate deposits taken 75.80 85.00
inter corporate deposits repaid (including interest) (76.30) (10.00)
Increase in Equity Share Capital 16A & 19.43 0.39
16B
Dividend paid to shareholders 16B (1,919.63) -
Net cash inflow / (outflow) from financing activities (1,900.70) 75.39
NET INCREASE IN CASH AND BANK BALANCES 39.75 43.21
Add : Cash and cash equivalents at beginning of the year 71.11 27.90
Cash and cash equivalents at end of the year 3 110.86 71.11
The above standalone statement of cash flow has been prepared under the indirect method set out in IND AS 7-Statement of Cash Flow.
The accompanying notes are integral part of these standalone financial statements.
This is the statement of cash flow referred to in our report of even date.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)
Mumbai, May 04, 2023

S TA N D A L O N E F I N A N C I A L S | 91
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

1A. BACKGROUND
IDFC Limited (‘the Company’) having CIN “L65191TN1997PLC037415” is a public limited company incorporated in India under the
provisions of Companies Act, 2013 applicable in India and is a Non-Banking Finance Company (NBFC) regulated by the Reserve
Bank of India (‘RBI’). The Company is listed on both the stock exchange (BSE Limited and National Stock exchange of India
Limited). The registered office of the Company is located at 4th Floor, Capitale Tower, 555 Anna Salai, Thiru Vi Ka Kudiyiruppu,
Teynampet Chennai – 600 018 , Tamil Nadu and the corporate office is located at 906/907, 9th Floor, Embassy Centre, Jamnalal Bajaj
Road, Nariman Point, Mumbai – 400 021.
The Company had received in principle approval from the RBI to set up a new private sector bank in April 2014. Since October 1,
2015 the Company is operating as NBFC – Investment (NBFC – I).
These standalone financial statements were authorized for issue in accordance with a resolution of the Board of Directors on
May 04, 2023.
The Company along with its three wholly owned subsidiaries viz. IDFC Projects Limited, IDFC Trustee Company Limited and IDFC
Alternatives Limited had filed scheme of amalgamation with Official Liquidator (‘OL’) – Chennai on December 06, 2021 and to
Regional Director (‘RD’) /Registrar of Companies (‘ROC’) – Chennai through GNL-1 form on December 06, 2021 seeking their
objections / suggestions to the said scheme under Section 233 (1) (a) of the Companies Act, 2013 and rules made thereunder.
Physical copies of the same have also been filed with the ROC on December 08, 2021. Appointed date for the merger in the scheme
is April 1, 2021.
The ROC, Chennai vide its letter dated February 01, 2022 intimated it’s no observations/suggestions to the aforesaid scheme of
amalgamation. Also, the OL of Madras High Court vide its letter dated March 24, 2022, communicated it’s no observations to the
aforesaid scheme of amalgamation.
The Company filed petition with National Company Law Tribunal (NCLT) – Chennai on April 13, 2022. NCLT heard the petition on
October 20, 2022 and passed the order on November 22, 2022 in favor of the Company. The order is effective from December 09,
2022.
Consequently, previous period presented in the statement have been restated.
1B. NEW AND AMENDED STANDARDS ADOPTED
The Company has applied the following amendments to Ind AS for the first time for their annual reporting period commencing April
01, 2022:
- Indian Accounting Standard (Ind AS) 101
- Indian Accounting Standard (Ind AS) 103
- Indian Accounting Standard (Ind AS) 109
- Indian Accounting Standard (Ind AS) 16
- Indian Accounting Standard (Ind AS) 37
- Indian Accounting Standard (Ind AS) 41
1C. Standards issued but not yet effective upto the date of issuance of the financial statements:
Ministry of Corporate affairs have made changes on March 31, 2023, in the following Indian Accounting Standards (Ind AS) amended
namely:
- Indian Accounting Standard (Ind AS) 101

- Indian Accounting Standard (Ind AS) 102

- Indian Accounting Standard (Ind AS) 103

- Indian Accounting Standard (Ind AS) 107

- Indian Accounting Standard (Ind AS) 109

- Indian Accounting Standard (Ind AS) 115

- Indian Accounting Standard (Ind AS) 1

- Indian Accounting Standard (Ind AS) 8

- Indian Accounting Standard (Ind AS) 12

- Indian Accounting Standard (Ind AS) 34

These amendments shall be applicable from annual reporting periods beginning on or after April 01, 2023.

92 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

2. BASIS OF PREPARATION
(i) Compliance with Ind AS
The standalone financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant
provisions of the Act.
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
• certain financial assets and liabilities and contingent consideration is measured at fair value;
• assets held for sale – measured at fair value less cost to sell;
• defined benefit plans – plan assets measured at fair value; and
• share-based payments – measured at fair value.
(iii) Presentation of financial statements
The Company presents its balance sheet in order of liquidity. An analysis regarding recovery or settlement within 12 months
after the reporting date (current) and more than 12 months after the reporting date (non–current) is presented in note 35.
Financial assets and financial liabilities are generally reported gross in the balance sheet. They are only offset and reported
net when, in addition to having an unconditional legally enforceable right to offset the recognised amounts without being
contingent on a future event, the parties also intend to settle on a net basis in all of the following circumstances:
• The normal course of business
• The event of default
• The event of insolvency or bankruptcy of the Company and/or its counterparties
3. INVESTMENT IN SUBSIDIARY AND ASSOCIATES
Investment in subsidiaries and associates are measured at cost less accumulated impairment. See note 14 (iii) below for the
accounting policy for Impairment of Non-financial assets.
4. REVENUE RECOGNITION
Revenue (other than for those items to which Ind AS 109 Financial Instruments are applicable) is measured at fair value of the
consideration received or receivable.
(i) Interest income
The Company calculates interest income by applying the Effective Interest Rate (‘EIR’) to the gross carrying amount of
financial assets other than credit-impaired assets.
The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to the gross carrying amount of a financial asset (i.e. its amortised cost before any impairment allowance). The
calculation does not consider expected credit losses and includes transaction costs, premiums or discounts paid or received
that are integral to the effective interest rate, such as origination fees, commitment fees, etc.
When a financial asset becomes credit-impaired and is, therefore, regarded as ‘Stage 3’, the Company calculates interest
income by applying the effective interest rate to the net amortised cost of the financial asset. If the financial assets cures and
is no longer credit-impaired, the Company reverts to calculating interest income on a gross basis.
(ii) Dividend income
Dividend income is recognised when the Company’s right to receive the payment is established, it is probable that the
economic benefits associated with the dividend will flow to the entity and the amount of the dividend can be measured
reliably. This is generally when the shareholders of the investee Company approve the dividend.
5. INCOME TAX
The income tax expense or credit for the period is the tax payable on the taxable income of the current period based on the
applicable income tax rates adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and
unused tax losses.
i. Current Tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation
is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.

S TA N D A L O N E F I N A N C I A L S | 93
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

ii. Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally
recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable
that taxable profits will be available against which those deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it
is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability
is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end
of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in
which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and
liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority.
Deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity.
6. GOODS AND SERVICE TAX
Expenses and assets are recognised net of the goods and services tax paid, except:
• When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax
paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable
• When receivables and payables are stated with the amount of tax included
The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
balance sheet.
7. LEASES
The determination of whether an arrangement is a lease, or contains a lease, is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets or
whether the arrangement conveys a right to use the asset.
(i) Company as a lessee
Leases are recognised as a right-of-use asset and corresponding liability at the date at which the leased asset is available for
use by the Company. Contracts may contain both lease and non-lease components. The Company allocates the consideration
in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for leases of real
estate for which the Company is a lessee, it has elected not to separate lease and non-lease components and instead accounts
for these as a single lease component.
Asset and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the fixed payments (including in-substance fixed payments), less any lease incentives receivable.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If the rate cannot be readily determined,
which is generally the case for leases in the Company, the lessee’s incremental borrowing rate is used, being the rate that the
individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset
in a similar economic environment with similar terms, security and conditions .
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability
• any lease payments made at or before the commencement date less any lease incentives received
• any initial direct costs, and
• restoration costs
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line
basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the
underlying asset’s useful life.

94 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Payment associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line
basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
(ii) Company as a lessor
Lease income from operating leases where the company is a lessor is recognised in income on a straight-line basis over the
lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying
asset and recognised as expense over the lease term on the same basis as lease income. The respective leased assets are
included in the balance sheet based on their nature.
8. FINANCIAL INSTRUMENT
Initial Recognition and Measurement
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the
instruments. Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Company
commits to purchase or sell the asset.
At initial recognition, the Company measures a financial asset or financial liability at its fair value plus or minus, in the case of
a financial asset or financial liability not at fair value through profit or loss, transaction costs that are incremental and directly
attributable to the acquisition or issue of the financial asset or financial liability, such as fees and commissions. Transaction costs of
financial assets and financial liabilities carried at Fair value through profit or loss are expensed in profit or loss.
Financial assets
(i) Classification and subsequent measurement of financial assets
The Company classifies its financial assets in the following measurement categories:
• Fair value through profit and loss (FVTPL)
• Fair value through other comprehensive income (FVOCI)
• Amortised cost
The classification requirements for debt and equity instruments are described below:
Debt Instruments
Debt instruments are those instruments that meet the definition of a financial liability from the issuer’s perspective such as
venture capital fund units.
For investments in debt instruments, measurement will depend on the classification of debt instruments depending on:
• the Company’s business model for managing the asset; and
• the cash flow characteristics of the asset.
Business Model Assessment-
The business model reflects how the Company manages the assets in order to generate cash flows. The business model
determines whether the Company’s objective is solely to collect the contractual cash flows from the assets or is to collect both
the contractual cash flows and cash flows arising from the sale of assets. If neither of these is applicable or when performance
of portfolio of financial assets managed is evaluated on a fair value basis, then the financial assets are classified as part of
‘other’ business model and measured at FVTPL. Factors considered by the company in assessing the business model test
include-
- Past experience on how the cash flows for these assets were collected
- how the asset’s performance and the business model is evaluated and reported to key management personnel,
- the risks that affect the performance of the business model and how these risks are assessed and managed.
Solely payment of principal and Interest Assessment (SPPI)
Where the business model is to hold assets to collect contractual cash flows or to collect contractual cash flows and sell, the
Company assesses whether the financial instruments cash flows represent solely payments of principal and interest (the ‘SPPI
test’).
Based on these factors, the Company classifies its debt instruments into one of the following three measurement categories
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments
of principal and interest are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured
at amortised cost is recognised in profit or loss when the asset is derecognised or impaired.
Fair value through other comprehensive income: Debt instruments that meet the following conditions are subsequently
measured at FVOCI:

S TA N D A L O N E F I N A N C I A L S | 95
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

• the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and
selling financial assets;
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding; and
• that are designated at fair value
Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest
revenue and foreign exchange gains and losses on the instrument’s amortised cost which are recognised in profit or loss.
Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or FVOCI, are measured at FVTPL.
A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented in
the statement of profit and loss within other gains/ (losses) in the period in which it arises. Company’s investment in venture
capital fund units are classified as financial assets measured at FVTPL.
Equity Instruments
Equity instruments are instruments that meet the definition of equity from the issuer’s perspective; that is, instruments that
do not contain a contractual obligation to pay and that evidence a residual interest in the issuer’s net assets.
Changes in fair value of equity investments at FVTPL are recognised in the statement of profit and loss, except where the
Company’s management has elected, at initial recognition, to irrevocably designate an equity investment at FVOCI.
Where the management has elected to present gains and losses on equity instruments in other comprehensive income, there
is no subsequent reclassification of fair value gains and losses to statement of profit and loss. Dividends from such investments
are recognised in statement of profit and loss.
Currently, Company’s investment in equity instruments has been classified as financial assets measured at FVTPL.
9. FINANCIAL ASSETS AND LIABILITIES
(i) Bank balance, Loans, Trade receivables and financial investment at amortised cost.
The Company measures Bank balances, Loans, Trade receivables and other financial investments at amortised cost if both of
the following conditions are met:
• The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual
cash flows
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
(ii) Financial assets held for trading
The Company classifies financial assets as held for trading when they have been purchased or issued primarily for short-term
profit making through trading activities or form part of a portfolio of financial instruments that are managed together, for
which there is an evidence of a recent pattern of short-term profit-taking. Held-for-trading assets and liabilities are recorded
and measured in the balance sheet at fair value. Changes in fair value are recognised in net gain on fair value changes. Interest
and dividend income or expense is recorded in net gain on fair value changes according to the terms of the contract, or when
the right to payment has been established. Included in this classification investments in mutual fund units, debt securities and
equities that have been acquired principally for the purpose of selling or repurchasing in the near term.
(iii) Equity instruments at FVOCI
The Company subsequently measures all equity investments at fair value through profit or loss, unless the Company’s
management has elected to classify irrevocably some of its equity investments as equity instruments at FVOCI, when such
instruments meet the definition of definition of Equity under Ind AS 32 Financial Instruments: Presentation and are not held
for trading. Such classification is determined on an instrument-by-instrument basis.
Gains and losses on these equity instruments are never recycled to profit or loss. Dividends are recognised in profit or loss as
dividend income when the right of the payment has been established, except when the Company benefits from such proceeds
as a recovery of part of the cost of the instrument, in which case, such gains are recorded in OCI. Equity instruments at FVOCI
are not subject to an impairment assessment.
(iv) Debt instruments and other borrowed funds
After initial measurement, debt issued and other borrowed funds are subsequently measured at amortised cost. Amortised
cost is calculated by taking into account any discount or premium on issue funds, and costs that are an integral part of the EIR.
A compound financial instrument which contains both a liability and an equity component is separated at the issue date.
10. RECLASSIFICATION OF FINANCIAL ASSETS AND LIABILITIES
The Company does not reclassify its financial assets subsequent to their initial recognition, apart from the exceptional circumstances
in which the Company acquires, disposes of, or terminates a business line. Financial liabilities are never reclassified.

96 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

11. DERECOGNITION OF FINANCIAL ASSETS

Financial Assets
Financial assets, or a portion thereof, are derecognised when the contractual rights to receive the cash flows from the assets have
expired, or when they have been transferred.
• the Company transfers substantially all the risks and rewards of ownership, or
• the Company neither transfers nor retains substantially all the risks and rewards of ownership and the Company has not
retained control.
12. DERECOGNITION OF FINANCIAL LIABILITIES
Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. Where an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of
a new liability. The difference between the carrying value of the original financial liability and the consideration paid is recognised
in profit or loss.
If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred are adjusted to the carrying
amount of the liability and are amortised over the remaining term of the modified liability.
13. IMPAIRMENT OF FINANCIAL ASSET
(i) Overview of the ECL principles
The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised
cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant
increase in credit risk. Note 34 details how the Company determines whether there has been a significant increase in credit
risk.
The ECL allowance is based on the credit losses expected to arise over the life of the asset, unless there has been no significant
increase in credit risk since origination, in which case, the allowance is based on the 12 months’ expected credit loss (12m ECL).
The Company has established a policy to perform an assessment, at the end of each reporting period, of whether a financial
instrument’s credit risk has increased significantly since initial recognition, by considering the change in the risk of default
occurring over the remaining life of the financial instrument. This is further explained in Note 34.
At each reporting date, the Company assesses whether the above financial assets are credit impaired. A financial asset is ‘credit
impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset
have occurred. The Company’s ECL calculations are outputs of statistical models with a number of underlying assumptions
regarding the choice of variable inputs and their interdependencies such as macroeconomic scenarios.
The Company assesses on a forward-looking basis the ECL associated with its financial instrument. The Company recognises
a loss allowance for such losses at each reporting date. The measurement of ECL reflects:
• an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
• the time value of money, and
Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events,
current conditions and forecasts of future economic conditions.
(ii) Trade receivables and contract assets
For trade receivables only, the Company applies the simplified approach required by Ind AS 109 Financial Instruments, which
requires expected lifetime losses to be recognised from initial recognition of the receivables. The Company uses a provision
matrix to determine impairment loss allowance on its trade receivables. The provision matrix is based on its historically
observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every
reporting date, the historical observed default rates are updated for changes in the forward-looking estimates.
Trade receivable are initially recognised at transaction price.
14. IMPAIRMENT OF NON-FINANCIAL ASSET
(i) Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-
financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the
end of each reporting period.

S TA N D A L O N E F I N A N C I A L S | 97
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair
value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for
publicly traded companies or other available fair value indicators.
(ii) Impairment of investment in subsidiary and Associates
The Company is required to assess on a forward looking basis the expected credit losses associated with its assets carried
at amortised cost. As per IND AS 36 investments are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the
asset’s carrying amount exceeds its recoverable amount. In assessing whether there is any impairment management considers
indications through external and internal sources of information.
15. DETERMINATION OF FAIR VALUE
The Company measures certain financial instruments at fair value at each balance sheet date. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. In order
to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques, as
summarised below:
Level 1 includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and
mutual funds that have quoted price. The mutual funds are valued using the closing NAV.
Level 2 financial instruments the fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If
all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3 - If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The Company evaluates the levelling at each reporting period on an instrument-by-instrument basis and reclassifies instruments
when necessary based on the facts at the end of the reporting period. This is further explained in Note 33.
16. CASH AND CASH EQUIVALENTS
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at
call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
17. STATEMENT OF CASH FLOWS
Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from
operating activities is reported using indirect method adjusting the net profit for the effects of:
i. changes during the period in inventories and operating receivables and payables transactions of a non-cash nature;
ii. non-cash items such as depreciation, provisions, deferred taxes, unrealised foreign currency gains and losses, and undistributed
profits of associates and joint ventures; and
iii. all other items for which the cash effects are investing or financing cash flows.
Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not
available for general use as on the date of Balance Sheet.
18. PROPERTY, PLANT AND EQUIPMENT
All items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that
is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured
reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs
and maintenance are charged to profit or loss during the reporting period in which they are incurred.
(i) Depreciation methods, estimated useful lives and residual value
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated
useful lives prescribed in Schedule II to the Companies Act, 2013 except in respect of following categories of assets, in which
case life of asset has been assessed based on the technical assessment.

98 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

a) Mobile Phone – 2 years b) Motor Cars – 4 years

Depreciation on additions during the year is provided on a pro-rata basis. Assets costing less than ₹ 5,000 each are fully depreciated
in the year of capitalisation.
The useful lives have been determined based on technical evaluation done by the management’s expert which are higher than those
specified by Schedule II to the Companies Act, 2013, in order to reflect the actual usage of the assets. The residual values are not
more than 5% of the original cost of the asset.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in statement of
profit or loss within other gains/ (losses).
19. EMPLOYEE BENEFITS
(i) Defined contribution plan
The Company pays provident fund contributions to publicly administered provident funds as per local regulations. The
Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as
defined contribution plans and the contributions are recognised as employee benefit expense when they are due.
(ii) Defined benefit plan
The liability or asset recognised in the balance sheet in respect of gratuity plans is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated
annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation denominated in INR is determined by discounting the estimated future cash
outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating
to the terms of the related obligation. The estimated future payments which are denominated in a currency other than INR,
are discounted using market yields determined by reference to high-quality corporate bonds that are denominated in the
currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the
fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised
in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the
statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised
immediately in profit or loss as past service cost.
(iii) Compensated absences
Based on the leave rules of the group companies, employees are not permitted to accumulate leave. Any unavailed privilege
leave to the extent encashable is paid to the employees and charged to the Statement of Profit and Loss for the year. Short
term compensated absences are provided based on estimates of availment / encashment of leaves.
20. PROVISIONS
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of past events, and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. When the effect of the time value of money is material, the Company determines the
level of provision by discounting the expected cash flows at a pre-tax rate reflecting the current rates specific to the liability. The
expense relating to any provision is presented in the statement of profit and loss net of any reimbursement.
21. SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
The Company’s primary business segments are reflected based on the principal business carried out, i.e. investing. The risk and
returns of the business of the Company is not associated with geographical segmentation, hence there is no secondary segment.
22. FOREIGN CURRENCY TRANSLATION
(i) Functional and presentation currency
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are
presented in Indian rupee (INR), which is the Company’s functional and presentation currency.

S TA N D A L O N E F I N A N C I A L S | 99
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(ii) Transactions and balances

Transactions in foreign currencies are initially recorded in the functional currency at the spot rate of ex-change ruling at the
date of the transaction. However, for practical reasons, the Company uses an average rate if the average approximates the
actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at the spot rate
of exchange at the reporting date. All differences arising on non–trading activities are taken to other income/expense in the
statement of profit and loss.
Non–monetary items that are measured at historical cost in a foreign currency are translated using the spot exchange rates as
at the date of recognition.
23. SHARE-BASED PAYMENTS
The Company has formulated Employee Stock Option Schemes (‘the ESOS’) in accordance with the SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘the Guidelines’). The ESOS provides for grant of stock options
to employees (including employees of subsidiary companies) to acquire equity shares of the Company that vest in a graded manner
and that are to be exercised within a specified period.
The fair value of options granted under the ESOS is recognised as an employee benefits expense with a corresponding increase in
equity. The total amount to be expensed is determined by reference to the fair value of the options granted:
• including any market performance conditions (e.g., the entity’s share price)
• excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets
and remaining an employee of the entity over a specified time period), and
• including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares for a
specific period of time).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to
be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on
the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss,
with a corresponding adjustment to equity.
24. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the financial year.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after-income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all
dilutive potential equity shares.
25. ROUNDING OFF
All amounts disclosed in the financial statements and notes have been rounded off to the nearest “crores” as per the requirement
of Schedule III, unless otherwise stated.
26. CONTRIBUTED EQUITY
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceed.
27. DIVIDENDS
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the
entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
Note 2: Significant accounting judgments, estimates and assumptions
The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that
affect the reported amount of revenues, expenses, assets and liabilities, and the accompanying disclosures, as well as the disclosure of
contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to
the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

100 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

1. Fair value of financial instruments

The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an
exit price) regardless of whether that price is directly observable or estimated using another valuation technique. When the fair
values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are
determined using a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken
from observable markets where possible, but where this is not feasible, estimation is required in establishing fair values. Judgements
and estimates include considerations of liquidity and model inputs related to items such as credit risk (both own and counterparty),
funding value adjustments, correlation and volatility. For further details about determination of fair value please see Note 33.
2. Provision and other contingent liabilities
The Company operates in a regulatory and legal environment that, by nature, has a heightened element of litigation risk inherent to
its operations. As a result, it is involved in various litigation, arbitration and regulatory investigations and proceedings in the ordinary
course of the Company’s business.
When the Company can reliably measure the outflow of economic benefits in relation to a specific case and considers such outflows
to be probable, the Company records a provision against the case. Where the probability of outflow is considered to be remote, or
probable, but a reliable estimate cannot be made, a contingent liability is disclosed.
Given the subjectivity and uncertainty of determining the probability and amount of losses, the Company considers a number
of factors including legal advice, the stage of the matter and historical evidence from similar incidents. Significant judgement is
required to conclude on these estimates.
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
i. estimated amount of contracts remaining to be executed on capital account and not provided for;
ii. uncalled liability on shares and other investments partly paid;
iii. other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of
management.

S TA N D A L O N E F I N A N C I A L S | 101
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

3. CASH AND CASH EQUIVALENTS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Cash on hand ß ß
Balances with banks:
In current accounts 2.86 61.11
In deposit accounts 108.00 10.00
Total 110.86 71.11

i) The Company has not taken bank overdraft, therefore the cash and cash equivalents for the cash flow statement is same as cash
and cash equivalents given above.

4. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE (` in crore)
As at As at
March 31, 2023 March 31, 2022
Balances with banks:
In earmarked accounts
- unclaimed dividend 1.02 1.45
Total 1.02 1.45

5. OTHER RECEIVABLES (` in crore)

As at As at
March 31, 2023 March 31, 2022
Receivables considered good - Secured - 2.01
Receivables considered good - Unsecured - -
Receivables - Credit impaired - -
(Less): Impairment loss allowance - -
Total - 2.01

6. INVESTMENTS (` in crore)
At amortised At fair value Others* Total
Cost through profit
and loss
As at March 31, 2023
Subsidiaries [see note (a) below] - - 9,028.91 9,028.91
Associates [see note (b) below] - - 132.19 132.19
Venture capital fund units @ - 347.82 - 347.82
Total (A) - Gross - 347.82 9,161.10 9,508.92
(Less): Impairment loss allowance [see note {c(i)} - - (132.19) (132.19)
below]
Total (A) - Net - 347.82 9,028.91 9,376.73
Investments outside India - - - -
Investments in India - 347.82 9,161.10 9,508.92
Total (B) - Gross - 347.82 9,161.10 9,508.92
(Less): Impairment loss allowance [see note {c(i)} - - (132.19) (132.19)
below]
Total (B) - Net - 347.82 9,028.91 9,376.73

102 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
At amortised At fair value Others* Total
Cost through profit
and loss
As at March 31, 2022
Subsidiaries [see note (a) below] - - 9,041.04 9,041.04
Associates [see note (b) below] - - 167.81 167.81
Venture capital fund units @ - 301.26 - 301.26
Total (A) - Gross - 301.26 9,208.85 9,510.11
(Less): Impairment loss allowance [see note (c) - - (180.81) (180.81)
below]
Total (A) - Net - 301.26 9,028.04 9,329.30
Investments outside India - - - -
Investments in India - 301.26 9,208.85 9,510.11
Total (B) - Gross - 301.26 9,208.85 9,510.11
(Less): Impairment loss allowance [see note (c) - - (180.81) (180.81)
below]
Total (B) - Net - 301.26 9,028.04 9,329.30

* Investment in subsidiaries and associates are measured at cost in accordance with Ind AS 27.

@ The above investments in venture capital units are subject to restrictive covenants.

a) IDFC Foundation a wholly owned subsidiary of IDFC Limited, being a Section 8 company prohibits payment of dividend and/or
repatriation of capital to its members. In continuation of corporate structure simplification, Board of Directors at their meeting
held on October 27, 2022 have approved and donated its entire equity held in IDFC Foundation along with underlying investments
in joint venture entities (Delhi Integrated Multi Modal Transit Systems Limited and Infrastructure Development Corporation
(Karnataka) Limited) to Upajeevan Sangathan Foundation (a not for profit organisation formed under Section 8 of Companies
Act, 2013). Accordingly, IDFC Foundation has ceased to be a subsidiary of the Company.

b) The Company has diluted 13.85% stake in Novopay Solutions Private Limited (‘NSPL’) (erstwhile associate of the company) for
` 8.72 crore on August 31, 2022 and 4.16 % stake for ` 2.49 crore on March 31, 2023. After the dilution, NSPL is no longer an
associate of the Company.

c) Impairment loss allowance

(i) The Company holds 26% stake in Jetpur Somnath Tollways Limited (“JSTPL”). JSTPL, an associate of the Company has terminated
it’s operations since November, 2016 due to certain disputes with National Highway Authority of India (“NHAI”) and surrendered
the same to NHAI. The dispute was referred to arbitration panel by JSTPL along with its lender on NHAI, verdict of which has
come in favour of JSTPL. NHAI filed petition under section 34 of the Arbitration and Conciliation Act with Hon’ble High Court.
Moreover, net- worth of JSTPL has eroded substantially as on March 31, 2023. In view of entire net-worth being eroded, on
prudent basis, the Company continues with the provision created against investment in JSTPL.
(ii) The Company had made provision of ` 35.62 crore on Novopay (associate of the Company in preceding year). Performance of
Novopay had lead to substantial erosion of its net worth. Accordingly, investment was completely impaired.

(iii) IDFC Foundation, wholly owned subsidiary of the Company was a section 8 company under Companies Act, 2013. Upon winding
up or dissolution of IDFC Foundation, if there remains, after satisfaction of all debts and liabilities, any surplus whatsoever, the
same would have not been distributed to IDFC Limited but would have been transferred to such other company having objects
similar to the objects of IDFC Foundation. Accordingly, in the preceding years, the entire investment of ` 13 crores in IDFC
Foundation was full provided for by the Company.

More information regarding the valuation methodologies are disclosed in Note 33.

S TA N D A L O N E F I N A N C I A L S | 103
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

7. OTHER FINANCIAL ASSETS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Security deposits 0.25 0.30
Other advances 0.63 0.63
Interest accrued on advances 0.33 0.27
Interest accrued on fixed deposit 0.01 -
Impairment provision on advance given (0.96) (0.24)
Total 0.26 0.96

8. INCOME TAX ASSETS (NET) (` in crore)

As at As at
March 31, 2023 March 31, 2022
Income tax paid in advance 74.92 11.27
[net of provision for tax for ` 82.78 crores (March 31, 2022: ` 77.11 crores )
Total 74.92 11.27

9. PROPERTY, PLANT AND EQUIPMENT (` in crore)

Vehicles Office Computers Total
Equipments
Year ended March 31, 2023
Gross carrying amount
Opening gross carrying amount 0.52 0.15 0.12 0.79
Additions - β 0.05 0.05
Disposals and transfers (0.52) β - (0.52)
Closing gross carrying amount - 0.15 0.17 0.32

Accumulated depreciation
Opening accumulated depreciation 0.40 0.14 0.09 0.63
Depreciation charge during the year 0.06 β 0.02 0.08
Disposals and transfers (0.46) - - (0.46)
Closing accumulated depreciation - 0.14 0.11 0.25
Net carrying amount as at March 31, 2023 - 0.01 0.06 0.07

Year ended March 31, 2022

Gross carrying amount
Opening gross carrying amount 0.52 0.15 0.09 0.76
Additions - β 0.04 0.04
Disposals and transfers - β (0.01) (0.01)
Closing gross carrying amount 0.52 0.15 0.12 0.79

Accumulated depreciation
Opening accumulated depreciation 0.32 0.14 0.07 0.53
Depreciation charge during the year 0.08 β 0.02 0.10
Disposals and transfers - β β -
Closing accumulated depreciation 0.40 0.14 0.09 0.63
Net carrying amount as at March 31, 2022 0.12 0.01 0.03 0.16

104 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

10. OTHER NON-FINANCIAL ASSETS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Prepaid expenses 0.19 0.18
Balances with government authorities - cenvat/GST credit available 1.96 1.96
Receivable from gratuity fund [refer note 26] - β
Others 2.80 0.01
Less: Provisions (1.96) (1.96)
Total 2.99 0.19

11. OTHER PAYABLES (` in crore)

As at As at
March 31, 2023 March 31, 2022
- Total outstanding dues of micro enterprises and small enterprises - -
- Total outstanding dues of creditors other than micro enterprises and 7.31 2.90
small enterprises *
Total 7.31 2.90

* Represents undisputed unbilled dues.

The information as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) has been
determined to the extent such parties have been identified on the basis of information received from suppliers regarding their
status under the said act as available with the Company and is as follows:

(` in crore)
As at As at
March 31, 2023 March 31, 2022
Outstanding principal amount and interest due to suppliers registered under MSMED Act
and remaining unpaid at the year end:
- Principal amount - -
- Interest due thereon - -
Interest paid other than under section 16 of MSMED Act, to suppliers registered under - -
MSMED Act, beyond the appointed day during the period.
Interest paid under section 16 of MSMED Act, to suppliers registered under MSMED Act, - -
beyond the appointed day during the period.
Amount of interest due and payable (where the principal has already been paid but interest - -
has not been paid).
The amount of interest accrued and remaining unpaid at the end of each accounting year. - -
The amount of further interest remaining due and payable even in succeeding years, until - -
such date when the interest dues as above are actually paid to the small enterprise, for
the purpose of disallowance as a deductible expenditure under section 23 of MSMED Act.

12. OTHER FINANCIAL LIABILITIES (` in crore)

As at As at
March 31, 2023 March 31, 2022
Unclaimed dividend * 1.02 1.45
Employee benefits payable 4.00 1.80
Total 5.02 3.25

* Amount required to be transferred has been transferred to Investor Education Protection Fund account as required under
section 125 of the Companies Act, 2013

S TA N D A L O N E F I N A N C I A L S | 105
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

13. DEFERRED TAX LIABILITIES (NET) (` in crore)

As at As at
March 31, 2023 March 31, 2022
Fair value adjustments
- Venture capital fund units 36.25 18.08
Total 36.25 18.08

a) Movement in deferred tax liabilities

The balance comprises temporary differences attributable to the below items and corresponding movement in deferred tax
liabilities:

(` in crore)
Particulars As at Charged/ Charged/ As at
March 31, 2022 (credited) to (credited) to March 31, 2023
profit and loss OCI
Deferred tax liability :
Fair valuation gain/(loss) on financial instruments 18.08 18.17 - 36.25
Total 18.08 18.17 - 36.25

14. PROVISIONS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Provision for gratuity [refer note 26] 0.14 -
Total 0.14 -

15. OTHER NON-FINANCIAL LIABILITIES (` in crore)

As at As at
March 31, 2023 March 31, 2022
Statutory dues 0.48 1.16
Other payables 2.80 -
Total 3.28 1.16

16A. EQUITY SHARE CAPITAL (` in crore)

As at March 31, 2023 As at March 31, 2022
Number ` In crore Number ` In crore
Authorised shares
Equity shares of ` 10 each* 4,367,100,000 4,367.10 4,367,100,000 4,367.10
Preference shares of ` 100 each 100,000,000 1,000.00 100,000,000 1,000.00
Issued, subscribed & fully paid-up shares
Equity shares of ` 10 each 1,599,984,436 1,599.99 1,596,435,942 1,596.44
Total 1,599,984,436 1,599.99 1,596,435,942 1,596.44

*Upon the scheme of amalgamation coming into effect, authorised equity shares of the IDFC Alternatives Limited, IDFC Trustee
Company Limited and IDFC Projects Limited is now merged with the authorised share capital of IDFC Limited effective December
09, 2022.
a) Movements in equity share capital
As at March 31, 2023 As at March 31, 2022
Number ` In crore Number ` In crore
Outstanding at the beginning of the year 1,596,435,942 1,596.44 1,596,358,316 1,596.36
Shares issued during the year [refer note (c)] 3,548,494 3.55 77,626 0.08
Outstanding at the end of the year 1,599,984,436 1,599.99 1,596,435,942 1,596.44

106 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

b) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to
one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of
the Company, after distribution of all preferential amounts. However, no such preferential amounts exists currently. The distribution
will be in proportion to the number of equity shares held by the shareholders. The dividend proposed by the board of directors is
subject to the approval of shareholders at the ensuing annual general meeting, except in case of interim dividend.

c) Shares reserved for issue under options

During the year ended March 31, 2023 the Company issued 3,548,494 equity shares (previous year 77,626 equity shares) of face
value of ` 10 each pursuant to exercise of stock option by employees under the employee stock option scheme. Information
relating to the IDFC Limited Employee Stock Option Scheme (ESOS), including details regarding options issued, exercised and
lapsed during the year and options outstanding at the end of the reporting period is set out in note 36.

d) Details of shareholders holding more than 5% of the shares in the Company

Equity shareholders As at March 31, 2023 As at March 31, 2022

Number % holding Number % holding
President of India 261,400,000 16.34 261,400,000 16.37

16B. OTHER EQUITY (` in crore)

As at As at
March 31, 2023 March 31, 2022
Surplus in the statement of profit and loss 672.84 969.30
Securities premium 2,522.07 2,506.19
General reserve 672.97 667.44
Capital Reserve 0.67 0.67
Special reserve u/s. 36(1)(viii) of the Income-tax Act, 1961 2,642.23 2,642.23
Special reserve u/s. 45-IC of the RBI Act, 1934 1,407.87 1,002.04
Share options outstanding account - 6.75
Total 7,918.65 7,794.62

a) Surplus in the statement of profit and loss (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Opening balance 969.30 919.81
Net profit for the year 2,029.10 53.97
Items of other comprehensive income recognised directly in retained
earnings
- Remeasurements of post-employment benefit obligation, net of tax (0.10) (0.09)
Dividends paid (1,919.63) -
Transfer to special reserve u/s. 45-IC of RBI Act, 1934 (405.83) (4.39)
Closing balance 672.84 969.30

S TA N D A L O N E F I N A N C I A L S | 107
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

b) Securities premium (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Opening balance 2,506.19 2,505.88
Options exercised during the year 15.88 0.31
Closing balance 2,522.07 2,506.19

c) General reserve (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Opening balance 667.44 656.99
Appropriations during the year 5.53 10.45

Closing balance 672.97 667.44

d) Capital Reserve (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Opening balance 0.67 0.67
Appropriations during the year - -
Closing balance 0.67 0.67

e) Special reserve u/s. 36(1)(viii) of the Income-tax Act, 1961 (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Opening balance 2,642.23 2,642.23
Appropriations during the year - -
Closing balance 2,642.23 2,642.23

f) Special reserves u/s. 45-IC of RBI Act, 1934 (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Opening balance 1,002.04 997.65
Appropriations during the year 405.83 4.39
Closing balance 1,407.87 1,002.04

g) Share options outstanding account (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Opening balance 6.75 15.78
Employee stock option expense 0.24 2.01
Vested options lapsed during the year (6.99) (11.04)
Closing balance - 6.75

16C. NATURE AND PURPOSE OF SPECIAL RESERVES

a) Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions
of the Companies Act, 2013.
b) General reserve
Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer of net income at specified
percentage in accordance with applicable regulations. The purpose of these transfer was to ensure that if dividend distribution in
the given year is more than 10% of paid up capital of the Company of that year, then the total dividend distribution is less than the

108 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

total distributable results of the year. Consequent to introduction of Companies Act, 2013, the requirement to transfer a specified
percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general
reserve can be utilised only in accordance with the specific requirements of the Companies Act, 2013.
c) Special reserves u/s. 45-IC of RBI Act, 1934
As per section 45-IC of RBI Act, 1934, Every non-banking financial company (NBFC) shall create a reserve fund and transfer therein
a sum not less than twenty per cent (20%) of its net profit every year as disclosed in the profit and loss account and before any
dividend is declared. No appropriation of any sum from the reserve fund shall be made by the non-banking financial company
except for the purpose as may be specified by RBI.
d) Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Employee
Stock Option Scheme (ESOS) over the vesting period. (Refer Note 36).
e) Special reserve u/s. 36(1)(viii) of the Income-tax Act, 1961
As per section 36(1)(viii) of Income tax act, 1961, deduction shall be allowed in respect of any special reserve created and maintained
by specified entities, for an amount not exceeding twenty percent (20%) of the profits derived from eligible business computed
under the head “Profits and gains of business or profession” (before making any deduction under this clause) carried to such
reserve account.
Provided that where the aggregate of the amounts carried to such reserve account from time to time exceeds twice the amount of
the paid up share capital and of the general reserves of the specified entity, no allowance under this clause shall be made in respect
of such excess.

17. INTEREST INCOME (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
On financial assets measured at amortised costs:
Interest income (refer note 37) 0.45 4.70
Total 0.45 4.70

18. NET GAIN / (LOSS) ON FAIR VALUE CHANGES (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Net gain/(loss) on financial instruments at FVTPL:
(i) On trading portfolio
- Mutual fund units 6.04 1.40
(ii) On financial instruments designated at FVTPL
- Venture capital units 124.10 86.00
- Equity shares 15.00 -
Total (A) 145.14 87.40
Fair Value changes:
Realised 77.84 12.82
Unrealised 67.30 74.58
Total (B) 145.14 87.40

19. OTHER INCOME (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Miscellaneous income 0.41 3.13
Reversal of provision on investment 13.00 -
Loss on sale of investment (13.00) -
Interest on income tax refund - β
Total 0.41 3.13

20. FINANCE COST (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
On financial liabilities measured at amortised cost:
Interest on inter corporate deposits (refer note 37) 0.50 -
Total 0.50 -

S TA N D A L O N E F I N A N C I A L S | 109
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

21. EMPLOYEE BENEFITS EXPENSES (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Salaries, wages and bonus 8.42 7.87
Contribution to provident and other funds [refer note 26(a)] 0.56 0.69
Contribution to gratuity fund [refer note 26(b)(i)] 0.01 0.02
Employee share based payment expense [refer note 36(c)(ii)] 0.24 2.01
Employee share based payment expense- Bank (2.34) (0.47)
Staff welfare expenses 0.01 0.02
Total 6.90 10.14

22. IMPAIRMENT ON FINANCIAL INSTRUMENTS (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Write off of trade receivables - 5.90
Reversal of provision on trade receivables - (5.90)
Provisions and contingencies 0.73 (0.23)
Total 0.73 (0.23)

23. OTHER EXPENSES

(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Rent 0.82 0.59
Rates and taxes 1.16 1.80
Loss on sale of Plant, Property and Equipment 0.01 -
Insurance charges 0.10 0.14
Travelling and conveyance 0.31 0.06
Printing and stationery (0.08) 0.01
Communication costs 0.04 0.02
Advertising and publicity 0.06 0.05
Professional fees 3.96 7.09
Directors' sitting fees 0.78 0.85
Commission to directors 6.33 0.69
Contribution for corporate social responsibility (CSR) [refer note (b) below] 0.18 1.01
Auditors' remuneration [refer note (a) below] 0.43 0.49
Shared service cost (net) β 0.16
Miscellaneous expenses 0.32 0.18
Total 14.42 13.14

a) Breakup of Auditors’ remuneration (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Audit fees 0.31 0.29
Tax audit fees 0.02 0.03
Other Services 0.09 0.17
Out-of-pocket expenses 0.01 β
Total 0.43 0.49

b) Contribution for corporate social responsibility (CSR)

i) The average profit before tax of the Company for last three financial years was ` 9.01 crore, basis which the Company’s prescribed
CSR Budget for FY 2022-23 was ` 0.18 crore.

As per Section 135 of the Companies Act, 2013, amount required to be spent by the Company on Corporate Social Responsibility
(CSR) related activities during the year is ` 0.18 crore (preceding year ` 1.01 crore).
ii) Amount spent towards CSR during the year and recognised as expense in the Statement of Profit and Loss on CSR related
activities is ` 0.18 crore (preceding year ` 1.01 crore), which comprise of following:

110 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
CSR Expenditure:
Scoial Action For Manpower Creation - SAMPARC 0.10 0.36
Yosaid Innovation Foundation 0.05 0.35
Tezpur Mahila Samiti 0.03 -
GOONJ - 0.10
IIMPACT - 0.10
INDIAN CANCER SOCIETY - 0.10
0.18 1.01
Amount spent during the year on:
(i) Construction/acquisition of an asset - -
(ii) On purposes other than (i) above 0.18 1.01
Total 0.18 1.01

(iii) Details of CSR expenditure under Section 135(5) of the Act in respect of other than ongoing projects

(` in crore)
Balance unspent as at Amount deposited in Amount Amount spent Balance unspent as
April 1, 2022 Specified Fund of required to be during the year at March 31, 2023
Schedule VII of the Act spent during
within 6 months the year
- - - - -

(iv) Details of excess CSR expenditure under Section 135(5) of the Act

(` in crore)
Balance excess spent as at Amount required to be spent Amount spent Balance excess spent as at
April 1, 2022 during the during the year March 31, 2023
year
- - - -

(v) Details of ongoing CSR projects under Section 135(6) of the Act

(` in crore)
Balance as at April 1, 2022 Amount spent during the year Balance as at March 31, 2023

With the In separate CSR Amount From the From Separate With the In separate CSR
Company unspent account required to be Company’s CSR Unspent Company unspent account
spent during the bank account account
year
- - - - - - -

vi) Nature of CSR activities

CSR activities conducted during the year was focused on promoting healthcare, overall care, education and maintenance of orphan
children, financial support for the women empowerment, among other interventions.
There is no amount outstanding to be paid in cash, out of total amount required to be spent on Corporate Social Responsibility
(CSR) related activities.

24 BUSINESS COMBINATION
(i) Appointed date for the merger is April 1, 2021. In accordance with IND AS 103 “Business Combinations” – ‘The financial information
in the financial statements in respect of prior periods should be restated as if the business combination had occurred from the
beginning of the earliest period presented in the financial statements, irrespective of the actual date of combination.’ Accordingly,
all the figures presented have been restated.

S TA N D A L O N E F I N A N C I A L S | 111
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Particulars IDFC Alternatives Limited IDFC Trustee Company Limited IDFC Projects Limited
The name and IDFC Alternatives Limited was a IDFC Trustee Company Limited IDFC Projects Limited is into
Description of Fund Manager for infrastructure fund acted as a Trustee to the funds business of infrastructure
Acquiree management, private equity and real managed by IDFC Alternatives projects including roads,
estate fund management businesses. In Limited. After IDFC Alternatives highway; bridges, railways,
the Financial Year 2018-19, after obtaining Limited sold its business to seaports, airports etc . As on
necessary approvals from the regulators, Global Infrastructure Partners date, IDFC Projects Limited
IDFC Alternatives Limited sold its (i) and Investcorp, IDFC Trustee does not have any business
infrastructure fund management business Company Limited resigned as and operations.
to Global Infrastructure Partners (ii) private Trustee of such Funds. As on
equity and real estate fund management date, IDFC Trustee Company
business to Investcorp. As on date, IDFC Limited does not have any
Alternatives Limited does not have any business operations.
business and operations.
The Acquisition 1-Apr-21 1-Apr-21 1-Apr-21
date
voting equity 100% 100% 100%
The Primary In view of the aforesaid, as IDFC Alternatives Limited, IDFC Trustee Company Limited and IDFC Projects
reason of business Limited do not have any continuing business operations and also do not propose to commence any business
Combination operations in the near future. Resultantly, it is necessary streamline the corporate structure from a corporate
governance perspective and this present scheme is brought forth achieve a streamlining of operations
and focus management attention to operating businesses which can be scaled further and to simplify the
corporate structure.
(ii) The assets and Liabilities acquired as part of the acquisition (net of elimination) are as follows:-

Particulars as at March 31, 2021 IDFC Alternatives Limited IDFC Trustee Company Limited IDFC Projects Limited
Cash and cash equivalents 25.19 0.56 0.02
Investments 130.85 - -
Other financial assets 76.99 - -
Income tax assets 5.55 β 0.37
Total Assets 238.58 0.56 0.39
Other payable 0.16 0.01 0.04
Income tax 0.22 0.01 0.05
Other non- financial liabilities 0.01 β β
Total Liabilities 0.39 0.02 0.09
(iii) As part of simplification of corporate structure, the Board of Directors of the Company along with its three wholly owned subsidiaries
(‘WOS’) IDFC Alternatives Limited, IDFC Trustee Company Limited and IDFC Projects Limited, approved the merger of WOS into
the Company, subject to regulatory approvals from various authorities. Post Board approval, the Company along with its three
WOS has filed scheme of amalgamation with Official Liquidator (‘OL’) – Chennai and with Regional Director (‘RD’) / Registrar of
Companies (‘ROC’) – Chennai on December 06, 2021.
The ROC, Chennai vide its letter dated February 01, 2022 intimated it’s no observations/suggestions to the aforesaid scheme of
amalgamation. Also, the OL of Madras High Court vide its letter dated March 24, 2022, communicated it’s no observations to the
aforesaid scheme of amalgamation.
The Company filed petition with National Company Law Tribunal (NCLT)– Chennai on April 13, 2022. NCLT heard the petition on
October 20, 2022 and passed the order on November 22, 2022 in favor of the Company. The order is effective from December 09,
2022. The Company has given effect to the order and have prepared merged accounts for all the periods appearing in the result.
Reco of other equity from standalone FS to merged entities:

As at
March 31, 2021
Other equity of IDFC Limited as on March 31, 2020 7,659.21
Add: opening other equity of IDFC Alternatives Limited 269.78
Add: opening other equity of IDFC Projects Limited (179.60)
Add: opening other equity of IDFC Trustee Company Limited 0.52
Profit and loss for FY 20-21 12.30
Movement in reserves for FY 20-21 (3.34)
Intercompany adjustments (19.86)
Closing balance of other equity of merged entities as on March 31, 2021 7,739.01

112 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Profit and loss for FY 21-22 53.88

Movement in reserves for FY 21-22 1.73
Closing balance of other equity of merged entities as on March 31, 2022 7,794.62
Reco of PAT from standalone FS to merged entities

For the year

ended
March 31, 2021
PAT of IDFC Limited for the year ended March 2021 (reported) 8 .87
Add: PAT of IDFC Alternatives Limited for FY 20-21 3 .60
Add: PAT of IDFC Projects Limited for FY 20-21 (0.12)
Add: PAT of IDFC Trustee Company Limited for FY 20-21 (0.02)
Intercompany adjustments (0.03)
PATof IDFC Limited (merged accrounts) FY 20-21 12.30

For the year

ended
March 31, 2022
PAT of IDFC Limited for the year ended March 2022 (reported) 21.86
Add: PAT of IDFC Alternatives Limited for FY 21-22 32.64
Add: PAT of IDFC Projects Limited for FY 21-22 (0.02)
Add: PAT of IDFC Trustee Company Limited for FY 21-22 (0.06)
Intercompany adjustments (0.54)
PAT of IDFC Limited (merged accounts) FY 21-22 53.88

25. INCOME TAX

a) The components of income tax expense for the years ended March 31, 2023 and March 31, 2022 are: (` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Current tax
Current tax on profits for the year 5.88 3.32
Adjustment for current tax of earlier periods 0.22 (2.71)
Total current tax expense 6.10 0.61
Deferred tax
Increase / (decrease) in deferred tax liabilities 18.18 17.50
Total deferred tax expense 18.18 17.50
Income tax expense 24.28 18.11

b) Reconciliation of the total tax charge

The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been
charged at India corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India’s
domestic tax rate for the years ended March 31, 2023 and March 31, 2022 is, as follows:

(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Accounting profit before tax 2,053.37 72.08
Tax at India’s statutory income tax rate of 25.17% (preceding year 25.17%) 516.83 18.14
Tax effect of the amount which are not taxable:
- Provisions disallowed in preceding year hence not taxable (8.97) -
Expenses not deductible / deductible for tax purposes
- Provisions and contingencies 0.18 (0.06)

S TA N D A L O N E F I N A N C I A L S | 113
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

- Deduction allowed u/s. 24 & 35D of Income Tax Act, 1961 - (7.02)
- Book loss on sale of investment 3.95 -
-Expenses not deductible for tax purposes (14A, 37 & 43B)
- Others (16.87) (7.87)
Deduction under section 80M of Income Tax Act, 1961 (483.17) -
Long term gains taxed at different rate (6.12) -
Adjustment of current tax of prior periods 0.22 (2.71)
Effect of reversal of opening deferred tax liability 18.18 17.51
Others 0.05 0.12
Income tax expense at effective tax rate 24.28 18.11
Effective tax rate 1.18% 25.12%

The board of Directors have declared interim dividend aggregating to ` 1,919.63 crores (refer note 28).

Taxable income of the Company is reduced by ` 1,919.63 crores on account of deduction u/s 80 M of the Income Tax Act, 1961.
c) Unrecognised temporary differences

(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Temporary differences relating to impairment loss 0.73 (0.23)

The Company had not created deferred tax asset on the impairment loss recognised on financial assets in the preceding year as
there was no reasonable certainty that future taxable profits will be available against which deferred tax asset can be utilised.

26. EMPLOYEE BENEFIT OBLIGATIONS

a) Defined contribution plans
The Company has recognised the following amounts in the statement of profit and loss towards contribution to defined contribution
plans which are included under contribution to provident and other funds:
(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Provident fund 0.32 0.38
Pension fund 0.23 0.29
Superannuation fund 0.01 0.02
Total 0.56 0.69

b) Defined benefit plans

The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is a final salary
plan for Indian employees, which requires contributions to be made to a separately administered fund. The gratuity plan is
governed by the Payment of Gratuity Act, 1972. Under the said act, employee who has completed five years of service is entitled
to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age.
The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the
funded status and amounts recognised in the balance sheet for the respective plans:

i) Balance Sheet (` in crore)
Present value Fair value of Net amount
of obligation plan assets
As at March 31, 2022 3.01 3.01 β
Current service cost 0.02 - 0.02
Interest expense / (income) 0.07 0.07 (0.01)
Actuarial loss / (gain) arising from change in financial assumptions (0.05) - (0.05)
Actuarial loss / (gain) arising on account of experience changes 0.16 - 0.16
Actual return on plan assets less interest on plan assets - (0.02) 0.02
Employer contributions - - -
Benefit payments (1.28) (1.28) -
As at March 31, 2023 1.92 1.78 0.14

114 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
As at As at
March 31, 2023 March 31, 2022
Present value of plan liabilities 1.92 3.01
Fair value of plan assets 1.78 3.01
Plan liability net of plan assets 0.14 β

ii) Statement of Profit and Loss (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Employee Benefit Expenses:
Current service cost 0.02 0.02
Interest cost (0.01) β
Total 0.01 0.02
Finance cost - -
Net impact on the profit before tax 0.01 0.02
Remeasurement of the net defined benefit liability:
Actuarial gains/(losses) arising from changes in demographic assumptions - -
Actuarial gains/(losses) arising from changes in financial assumptions (0.05) (0.01)
Actuarial gains/(losses) arising from changes in experience 0.16 0.20
Actual return on plan assets less interest on plan assets 0.02 (0.08)
Net impact on the other comprehensive income before tax 0.13 0.12

iii) Defined benefit plans assets

Category of assets (% allocation) As at As at
March 31, 2023 March 31, 2022
Insurer managed funds
- Government securities 46.36% 45.65%
- Deposit and money market securities 7.77% 15.06%
- Debentures / bonds 40.44% 33.93%
- Equity shares 5.43% 5.36%
Total 100.00% 100.00%

iv) Actuarial assumptions

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans and post retirement medical
benefits at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the
valuation date.
As at As at
March 31, 2023 March 31, 2022
Discount rate 7.20% 4.40%
Salary escalation rate* 5% 5%

* takes into account the inflation, seniority, promotions and other relevant factors
v) Risks
Interest rate risk:
The risk of government security yields falling due to which the corresponding discount rate used for valuing liabilities falls. Such
a fall in discount rate will result in a larger value placed on the future benefit cash flows whilst computing the liability and thereby
requiring higher accounting provisioning.
Longevity risks:
Longevity risks arises when the quantum of benefits payable under the plan is based on how long the employee lives post cessation
of service with the company. The gratuity plan provides the benefit in a lump sum form and since the benefit is not payable as an
annuity for the rest of the lives of the employees, there is no longevity risks.
Salary risks:
The gratuity benefits under the plan are related to the employee’s last drawn salary. Consequently, any unusual rise in future salary
of the employee raises the quantum of benefit payable by the company, which results in a higher liability for the compan and is
therefore a plan risk for the company.

S TA N D A L O N E F I N A N C I A L S | 115
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

vi) Demographic assumptions

Mortality in Service : Indian Assured Lives Mortality (2012-14)

vii) Sensitivity
As at March 31, 2023 Change in Impact on defined benefit obligation
assumption Increase Decrease
Discount rate 0.50% (0.32%) 0.35%
Salary escalation rate 0.50% 0.35% (0.33%)

As at March 31, 2022 Change in Impact on defined benefit obligation

assumption Increase Decrease
Discount rate 0.50% (0.23%) 0.26%
Salary escalation rate 0.50% 0.25% (0.23%)
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the
defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation
calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the
defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.
viii) Maturity
The defined benefit obligations shall mature after year end as follows:
(` in crore)
As at As at
March 31, 2023 March 31, 2022
within 12 months 1.81 2.89
Between 2-5 years 0.04 0.03
Between 5-10 years 0.04 0.03
Beyond 10 years 0.22 0.16

The weighted average duration to the payment of these cash flows is 0.66 years (preceding year 0.49 years).

27. ASSET HELD FOR SALE

As per the Share Purchase Agreement (SPA) signed by the Company and Novopay Solutions Private Limited (‘NSPL’) (erstwhile
associate of the Company) on August 08, 2022, NSPL shall purchase shares totallying to 227,145 of Novopay held by IDFC Limited
for a total consideration agreegating to ` 15.00 crore. The Company has diluted 13.85% stake (131,999 shares) in NSPL for ` 8.72
crore on August 31, 2022 and 4.16% stake (39,624 shares) for ` 2.49 crore on March 31, 2023. Balance stake of 55,522 valued at
` 3.79 crores are yet to be diluted, hence Investment in NSPL is shown as asset held for sale as per IND AS 105 - Non-current Assets
Held for Sale and Discontinued Operations.

NSPL is no longer an associate of the Company. Investment in NSPL has been fully provided by the Company in the previous years.
Hence on sale of shares in NSPL, the provision created has been reversed.

28. DIVIDEND PAID AND PROPOSED DURING THE YEAR (` in crore)

March 31, 2023 March 31, 2022
A. Declared and paid during the year
Dividends on ordinary shares:
Final Dividend for 2023: Nil per share (2022: Nil per share) - -
Interim Dividend for 2023: ` 12 per share (2022: Nil per share) (refer notes below) 1,919.63 -
Total dividends paid 1,919.63 -
B. Proposed for approval at Annual General Meeting (not recognised as a liability as at
year end)
Dividend on ordinary shares:
Final dividend for 2023: Nil per share (2022: Nil per share) - -

116 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

a. The Board of the Directors of the Company at its meeting held on April 06, 2022 has considered and declared an Interim
Dividend of 10% i.e. ` 1 per equity share of the Company. The interim dividend was paid to the eligible shareholders on May
02, 2022, whose names appeared on the Register of Members of the Company as at close of day on April 10, 2022 being the
record date for the purpose of the aforesaid interim dividend.
b. The Board of Directors at its meeting held on February 01, 2023 has considered and declared a special interim dividend of
110% i.e. ` 11 per equity share of the Company. The interim dividend was paid to the eligible shareholders on February 23, 2023,
whose names appeared on the Register of Members of the Company as at close of the record date February 13, 2023.
29 OTHER NOTES
(i) Reserve Bank of India (“RBI”) has, vide its letter No.DOR..HOL.No.SUO-75590/16.01.146/2021-22 dated July 20, 2021, clarified
that after the expiry of lock-in period of 5 years, IDFC Limited can exit as the promoter of IDFC FIRST Bank Limited.
Post completion of lock-in period of 5 years, the Board of Directors of IDFC FIRST Bank at their meeting held on December
30, 2021 has confirmed that they are “In-principle” in favour of Merger of ‘IDFC’ and ‘IDFC FHCL’ with ‘IDFC FIRST Bank’. The
said corporate restructuring activity shall be subject to approval by the Board of Directors of entities involved, shareholders,
creditors and other necessary statutory / regulatory approvals.
The Board of Directors of the Company and IDFC FHCL, at their respective meetings held on March 18, 2023, have appointed
a) registered valuer for recommendation of fair share exchange ratio; b) merchant banker for issuance of fairness opinion on
the share exchange ratio; c) law firm for conducting legal due diligence, drafting and finalizing scheme of amalgamation and
filing regulatory applications.
(ii) The Board of Directors of the Company and IDFC FHCL at their respective meetings held on April 06, 2022, have inter alia
considered binding bids received in connection with divestment of IDFC Asset Management Company Limited (‘IDFC AMC’)
along with IDFC AMC Trustee Company Limited (‘IDFC AMC Trustee’) and have approved sale of the entire shareholding of
IDFC AMC and IDFC AMC Trustee held by the Company to a consortium comprising of Bandhan Financial Holding Limited,
Lathe Investment Pte. Ltd. (affiliate of GIC), Tangerine Investments Limited, Infinity Partners (affiliates of ChrysCapital)
(‘Proposed Transaction’). The consideration for the Proposed Transaction is ` 4,500 crores on a fully diluted basis and subject
to customary price adjustments at the closure.
All the requisite regulatory and other approvals, as applicable have been received and the Proposed Transaction is completed
on January 31, 2023. IDFC FHCL sold 27,636,940 shares (including 846,490 shares purchased from employees on exercise of
ESOPs at a price of ` 1,625 per share) in IDFC AMC and 50,000 shares in IDFC AMC Trustee to the consortium for consideration
of ` 4,490 crores and ` 0.50 crores respectively. With the conclusion of the transaction, post January 31, 2023, IDFC AMC, IDFC
AMC Trustee and IDFC Investment Managers (Mauritius) Limited are no more subsidiaries of the Group.
(iii) On August 15, 2022, Ms. Ritu Anand ceased to be an Independent Director of the Company upon completion of her term.
Pursuant to Regulation 17(1)(c) of SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, the Board
of Directors of the Company shall comprise of not less than six directors. Due to cessation of her directorship from the Board,
the number of Directors on the Board of the Company reduced from six to five and the composition of the Board as well
as constitution of Board’s committees were impacted. As on March 31, 2023 the Company is in process of appointing New
Directors, on the Board to comply with Regulation 17(1)(c) of SEBI LODR Regulations 2015.

30. EARNINGS PER SHARE (EPS)

a) The basic earnings per share has been calculated based on the following:
Year ended Year ended
March 31, 2023 March 31, 2022
Net profit after tax available for equity shareholders (` in crores) 2,029.10 53.97
Weighted average number of equity shares 1,597,795,692 1,596,413,052
Face value (in `) 10.00 10.00

b) The reconciliation between the basic and the diluted earnings per share is as follows:
Year ended Year ended
March 31, 2023 March 31, 2022
Basic earnings per share 12.70 0.34
Effect of outstanding stock options 0.00 0.00
Diluted earnings per share 12.70 0.34

S TA N D A L O N E F I N A N C I A L S | 117
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

c) Weighted average number of equity shares is computed for the purpose of calculating diluted earning per share, after giving the
dilutive impact of the outstanding stock options for the respective years.

Year ended Year ended

March 31, 2023 March 31, 2022
Weighted average number of shares for computation of Basic EPS 1,597,795,692 1,596,413,052
Dilutive effect of outstanding stock options 110,919 438,563
Weighted average number of shares for computation of Diluted EPS 1,597,906,611 1,596,851,615

31. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Commitments
Uncalled liability on shares and other investments partly paid 2.38 16.25
Claims not acknowledged as debts 229.19 43.25
Undertaking (see note a) 15.00 -
Letter of comfort (see note b) - 14.57
Total 246.57 74.07
a) The Company has donated equity shares of its wholly owned subsidiary IDFC Foundation to Upajeevan Sangathan Foundation via
a deed of donation signed by both the parties on October 27, 2022. The Company has also undertaken to make good any short
fall in the net tax liabilities which become payable arising out of the Tax Appeal which is in excess of the Net Value of the assets
realised by the donee. The Undertaking is valid for three years from the date of donation i.e. from October 27, 2022.

b) The Company had issued letter of comfort to IDFC Foundation - wholly owned subsidiary of the Company, if there is any short fall
in meeting its obligations towards its contingent liabilities amounting to ` 14.57 crore and any related penalty. The comfort letter
was valid till April 30, 2022.

c) The Company holds 26.00% stake in Jetpur Somnath Tollways Private Limited (“JSTPL”). JSTPL had executed the concession
agreement with National Highway Authority of India (“NHAI”) for the purpose of four laning of 123.45 km Jetputur Somnath
Section of NH-8D in the state of Gujarat under NHDP phase III on Build Operate Transfer (BOT) (TOLL) on DBFO pattern. Due
to certain disputes, NHAI terminated the Concession Agreement in November 2016. Matter was referred to Arbitration. Arbitral
Tribunal on March 31, 2021 passed an award in favour of JSTPL for ` 1,019.43 crore. JSTPL filed an appeal with Hon’ble Delhi High
Court for enforcement of the award dated March 31, 2021. Hon’ble High Court directed NHAI to deposit the entire decretal amount
along with interest till the date of payment with court on February 27, 2023. The next hearing is fixed for May 11, 2023.

d) At the time of sale of IDFC AMC and IDFC AMC Trustee company to Bandhan consortium, IDFC as a seller had given various
warranties. These includes Business / General warranty, Tax warranty and Fundamental Warranty.

e) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and postemployment received
Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and
subsequently on November 13, 2020 draft rules were published and invited for stakeholders’ suggestions. However, the date on
which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into
effect and will record any related impact in the period the Code becomes effective.

32. CAPITAL MANAGEMENT

The Company maintains a capital base to cover risks inherent in the business and is meeting capital adequacy requirements of the
regulator, Reserve Bank of India (RBI) of India. The adequacy of the Company’s capital is monitored using, among other measures,
the regulations issued by RBI. Company has complied in full with all its externally imposed capital requirements over the reported
period. The primary objectives of the Company’s capital management policy are to ensure that the Company complies with
externally imposed capital requirements and healthy capital ratios in order to support its business and to maximise shareholder
value.

The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the
risk characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of
dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the
objectives, policies and processes from the preceding years. However, they are under constant review by the Board.

The following additional information is disclosed in terms of the RBI circular (Ref No. DNBR .PD. 008 / 03.10.119 / 2016-17 dated
September 01, 2016); RBI circular DNBR(PD) CC No. 053 / 03.10.119 / 2015-16 and RBI circular DOR (NBFC).CC.PD.No.109/22.10.106/2019-
20 dated March 13, 2020 :

118 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
Capital to risk assets ratio (CRAR): As at As at
March 31, 2023 March 31, 2022
Tier I capital 1,171.07 1,150.73
Tier II capital - -
Total capital 1,171.07 1,150.73
Risk weighted assets 1,405.17 1,274.30
CRAR (%) 83.34% 90.30%
CRAR - Tier I capital (%) 83.34% 90.30%
CRAR - Tier II capital (%) - -
Amount of subordinated debt considered as Tier II capital - -
Amount raised by issue of perpetual debt instruments - -

Regulatory capital Tier I capital, which comprises share capital, share premium, special reserves, share option outstanding account,
retained earnings including current year profit less accrued dividends. Certain adjustments are made to Ind AS–based results and
reserves, as prescribed by the Reserve Bank of India.

33. FAIR VALUE MEASUREMENT

The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income
and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in
the note below:

Financial Instruments by Category (` in crore)

Year ended March 31, 2023 At fair value Amortised cost
through profit
and loss
Financial Assets:
Cash and cash equivalents - 110.86
Bank Balances other than cash and cash equivalents - 1.02
Investments:
- Venture capital fund units 347.82 -
- Asset held for sale 3.79 -
Other financial assets - 0.26
Total Financial Assets 351.61 112.14

Financial Liabilities:
Other payables - 7.31
Other financial liabilities - 5.02
Total Financial Liabilities - 12.33

(` in crore)
Year ended March 31, 2022 At fair value Amortised cost
through profit
and loss
Financial Assets:
Cash and cash equivalents - 71.11
Bank Balances other than above - 1.45
Other receivables - 2.01
Investments:
- Venture capital fund units 301.26 -
Other financial assets - 0.96
Total Financial Assets 301.26 75.53
Financial Liabilities:
Other payables - 2.90
Other financial liabilities - 3.25
Total Financial Liabilities - 6.15
The Equity instruments in subsidiaries and associates are measured at cost and not included in the above table.

S TA N D A L O N E F I N A N C I A L S | 119
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

a) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are
(a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the
standalone financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the
Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of
each level follows underneath the table.

As at March 31, 2023 (` in crore)

Assets measured at fair value - recurring fair value Note Level 1 Level 2 Level 3 Total
measurements
Financial assets
Financial Investments at FVTPL
- Venture capital fund units 6 - - 347.82 347.82
- Asset held for Sale 27 - - 3.79 3.79
Total financial assets - - 351.61 351.61

Year ended March 31, 2022 (` in crore)

Assets measured at fair value - recurring fair value Level 1 Level 2 Level 3 Total
measurements
Financial assets
Financial Investments at FVTPL
- Venture capital fund units 6 - - 301.26 301.26
Total financial assets - - 301.26 301.26

i) There are no transfers between levels 1, 2 and 3 during the year.

ii) The Companies policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting
period.
The Company uses the following hierarchy for determining and disclosing the fair value of financial assets by valuation technique:
The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the
valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level
1 measurements) and lowest priority to unobservable inputs (level 3 measurements).
The hierarchies used are as follows:
Level 1: Hierarchy includes financial instruments measured using quoted prices in an active market.
Level 2: The fair value of financial instruments that are not traded in an active market (such as mutual fund units) is determined
using observable market data and not the entity specific estimates. These investments are valued at closing Net Asset Value (NAV),
which represents the repurchase price at which the issuer will redeem the units from investors. Since all significant inputs required
to fair value an instrument are observable, the investments are included in Level 2.
Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using
a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the
same instrument nor are they based on available market data.
b) Valuation technique used to determine fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal
(or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether
that price is directly observable or estimated using a valuation technique.
Specific valuation techniques used to value financial instruments include:
• the fair value of the mutual fund units is determined using observable NAV at the reporting date as declared by the issuer.
• the fair value of the venture capital units (VCFs) is determined using NAV at the reporting date as declared by the issuer. ^
• the fair value of unlisted equity shares are has been valued by an independent valuer.
^C
 onsidering the illiquidity discount, the Company has provided for additional diminution over and above the NAV communicated
by the VCFs in order to appropriately reflect the fair value as on March 31, 2022.
c) Valuation Process
In order to assess Level 3 valuations as per Company’s investment policy, the management relies on the NAVs issued by the VCF’s.

120 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

The finance team performs the above process and reports directly to the Chief Financial Officer (CFO) of the Company. Discussions
of valuation processes and results are held between the finance team and CFO on regular basis. Investment valuation is placed
before the members of the board at least once every three months which is in line with the Company’s quarterly reporting periods.
d) Fair value measurements using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the year ended March 31, 2023 and March 31, 2022:
(` in crore)
Venture capital Total
fund units
Year ended March 31, 2021 197.85 197.85
Acquisitions (net) during the year 28.84 28.84
Gains recognised in profit and loss 74.57 74.57
Year ended March 31, 2022 301.26 301.26
Acquisitions (net) during the year (25.65) (25.65)
Gains recognised in profit and loss 72.21 72.21
Year ended March 31, 2023 347.82 347.82

e) Valuation inputs and relationships to fair value

The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value
measurements. See (b) above for the valuation techniques adopted.
Fair Value Fair Value Significant Probability- Sensitivity
as at 31st as at 31st unobservable weighted
March 2023 March 2022 inputs range
Whilst these investments are not
traded on any market, they are
exposed to price risk in respect
of their underlying investments.
10% is the sensitivity rate used
when reporting price risk internally
to key management personnel
Net Asset
Venture capital fund units 347.82 301.26 10% and represents management’s
Value
assessment of the possible net
change in underlying prices. A 10%
increase/(decrease) in the net asset
value would increase/(decrease) the
Company’s gain/(loss) by ` 26.03
crores. (March 31, 2022 - 22.54
crores).

f) Fair value of financial assets and liabilities measured at amortised cost

For financial assets and financial liabilities that have a short-term maturity (less than twelve months), the carrying amounts are a
reasonable approximation of their fair value. Such instruments include cash and bank balances, bank deposits, security deposits,
trade and other receivables, and trade and other payable.
Advance to related parties and security deposits are evaluated by the Company based on parameters such as interest rates and
individual creditworthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of
these financial assets. Accordingly, fair value of such instruments is not materially different from their carrying amounts

34. FINANCIAL RISK MANAGEMENT

Risk management is an integral part of the business practices of the Company. The Company’s senior management has the overall
responsibility for the establishment and oversight of the Company’s risk policies. These risk management policies are reviewed
regularly to reflect changes in market conditions and the Company’s activities.
The objective is that these financial risks are identified, measured and managed in accordance with the Company’s policies in a
timely manner. The activities are designed to:
• protect the Company’s financial results and position from financial risks;
• maintain market risks within acceptable parameters, while optimising returns;
• protect the Company’s financial investments, while maximising returns.

S TA N D A L O N E F I N A N C I A L S | 121
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

a) Credit risk
Credit risk is the risk of suffering financial loss, should any of the Company’s customers, clients or market counterparties fail to fulfil
their contractual obligations to the Company. Credit risk arises mainly from cash and cash equivalents, deposits with banks, trade
and other receivable, loans measured at amortised cost.
Expected credit loss methodology:
Ind As 109 outlines a “three-stage” model for impairment based on changes in credit quality since initial recognition as summarised
below:
• Stage 1 - A financial instrument that is not credit impaired on initial recognition is classified in ‘Stage 1’ and has its credit
risk continuously monitored by the Company. The Company has established credit quality review process which considers
net asset position, financial strength and leverage; operational & financial performance; cash flows, etc. in identification of
creditworthiness of counterparties.
• Stage 2 - Financial instruments with significant increase in credit risk, but not yet deemed to be credit impaired are moved to
Stage 2.
• Stage 3 - Credit impaired financial instruments are moved to stage 3.
The Company performs internal risk assessment on an individual basis and not on a portfolio basis due to the limited number
of counterparties involved. The assessment of credit risk of a loans (including loan commitments) entails estimations as to the
likelihood of loss occurring due to default of counterparties. The estimation of credit exposure for risk management purposes is
complex and considers expected cash flows and the passage of time.
Default and credit-impaired asset:
The Company defines a financial asset as in default or credit-impaired, when it meets one or more of the following criteria:
- Quantitative criteria:
The borrower is more than 90 days past due on its contractual payments to be considered in default.
- Qualitative criteria:
The borrower meets unlikeliness to pay criteria, which indicates the borrower is in significant financial difficulty.
For all financial instruments held by the Company, if the borrower is on the watch list and/or the instrument meets one or more of
the following criteria:
• Significant increase in credit spread
• Significant adverse changes in business, financial and/or economic conditions in which the borrower operates
• Actual or expected forbearance or restructuring
• Actual or expected significant adverse change in operating results of the borrower
• Significant change in collateral value (secured facilities only) which is expected to increase risk of default
• Early signs of cash flow/liquidity problems such as delay in servicing of trade creditors/loans
Policy for write-off of financial assets
All loans which in the opinion of management are not recoverable are written off. The Company may write off financial assets that
are still subject to enforcement activity. The Company still seeks to recover amounts it is legally owed in full, but which have been
written off due to no reasonable expectation of full recovery.
Explanation of inputs and assumptions considered in the ECL model:
PD Estimation:
- “Probability of default” (PD) is defined as the probability of whether the borrowers will default on their obligations in the
future. For Stage 1, 12 month PD are calculated.
For Stage 2, Lifetime PD are calculated by considering the survival rate of the counterparty for the remaining maturity. For
Stage 3, Lifetime PD is taken as 100%.
Exposure at default:
- “Exposure at default” (EAD) represents the expected exposure in the event of a default and is the gross carrying amount in
case of the financial assets held by the Company.
For the loan commitments, the exposure at default (EAD) is predicted by aggregating total unfunded credit exposure and
applying a “credit conversion factor (CCF)” which considers any further amount that is expected to be lent under arrangement
at the time of default. CCF denotes the probability of off-balance sheet exposure (i.e. loan commitment) becoming credit
exposure shifting onto the balance sheet if the loan commitment is called.

122 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Loss given default:

- “Loss given default” (LGD) is an estimate of loss from a transaction given that a default occurs. LGD varies by type of
counterparty, type and seniority of claim. LGD is expressed as a percentage loss per unit of exposure at the time of default
(EAD). LGD is calculated on a 12-month or lifetime basis, where 12-month LGD is the percentage of loss expected to be made if
the default occurs in the next 12 months and Lifetime LGD is the percentage of loss expected to be made if the default occurs
over the remaining expected lifetime of the loan.
The Expected Credit Loss (ECL) is measured either on a 12-month (12M) or lifetime basis depending on whether a significant
increase in credit risk has occurred since initial recognition or whether an asset is considered to be credit impaired. Expected
credit losses are the product of the probability of default (PD), exposure at default (EAD) and loss given default (LGD).
There have been no significant changes in estimation techniques or significant assumptions made during the reporting period.
In determining the ECL, management assesses a range of possible outcomes, taking into account past events, current
conditions and the economic outlook. Additional facts and circumstances, that in management’s judgment are considered to
have been inadequately addressed in the ECL Model, are taken into consideration through the application of a management
overlay framework. ECL adjustments arising from the exercise of the management overlay are subject to a review.
i) Trade and other receivables
Concentrations of credit risk with respect to trade and other receivables are limited, due to the customer base being limited.
All trade receivables are reviewed and assessed for default on a individual basis. Historical experience of collecting receivables
of the Company is supported by low level of past default and hence the credit risk is perceived to be low.
Reconciliation of impairment allowance on trade and other receivables
Reconciliation of impairment allowance on trade and other receivables

` in crore
Impairment allowance as at March 31, 2021 5.90
Add/(less): changes in loss allowance (5.90)
Impairment allowance as at March 31, 2022 -
Add/(less): changes in loss allowance -
Impairment allowance as at March 31, 2023 -

ii) Other financial assets

The Company maintains exposure in cash and cash equivalents, deposits with banks. Cash and cash equivalents and bank
deposits are held with only high rated banks/financial institutions only, therefore credit risk is perceived to be low.
For investment in mutual fund units and venture capital fund units carried at fair value through profit and loss, the Company
does not have significant concentration of credit risk.
The maximum exposure at the end of the reporting period is the carrying amount of these investments is ` 347.82 crores
(March 31, 2022: ` 301.26 crores).
b) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the value of a
financial asset. The value of a financial asset may change as a result of changes in the interest rates, foreign currency exchange
rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market
risk sensitive financial instruments.
i) Fair value interest rate risk:
Interest rate risk is the risk where the company is exposed to the risk that the fair value or future cash flows of its financial
instruments will fluctuate as a result of a changes in market interest rates.

The Company is exposed to interest rate risk from investments held in debt oriented mutual fund units. These funds invests
in debt securities. Sensitivity analysis for exposure to interest rate risk in case of units backed by debt securities is not
disclosed as there are no investments outstanding as on March 31, 2023 and March 31, 2022.
ii) Foreign currency risk:
The Company does not have any foreign currency exposures in respect of financial assets and financial liabilities as at the
balance sheet date.

S TA N D A L O N E F I N A N C I A L S | 123
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

iii) Price risk:

The price risk arises from investments in venture capital fund units classified in the balance sheet as financial instruments
measured at fair value through profit and loss. The future uncertain changes in the Net Asset Value of the Company’s
investment exposes the Company to the price risk.

Exposure (` in crore)
As at As at
March 31, 2023 March 31, 2022
Investment in venture capital fund units 347.82 301.26
Total 347.82 301.26

Sensitivity - Investment in venture capital fund

The table below summarises the impact of increases/decreases in the net asset value of Company’s investment in venture capital
fund units.
Impact on profit after tax* Impact on profit after tax*
Year ended Year ended
March 31, 2023 March 31, 2022
Investment in venture capital fund units:
- Increase 10% (preceding year 10%) 26.03 22.54
- Decrease 10% (preceding year 10%) (26.03) (22.54)

*Profit for the year would change as a result of gain/loss on financial instruments classified as at fair value through profit and loss.

c) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Prudent liquidity
risk management implies maintaining sufficient cash and liquid investments. The Company believes that current cash and bank
balances, bank deposits and investments in liquid investments are sufficient to meet liquidity requirements since Company has no
external borrowings. Accordingly, liquidity risk is perceived to be low.
Maturity analysis:
The following table shows the maturity analysis of financial liabilities of the Company based on contractually agreed undiscounted
cash flows as at the balance sheet date:

(` in crore)
As at March 31, 2023 Note No. Less than 12 More than 12 Total
months months
Financial liabilities:
Other payable 11 7.31 - 7.31
Other financial liabilities 12 5.02 - 5.02
Total financial liabilities 12.33 - 12.33

As at March 31, 2022 Note No. Less than 12 More than 12 Total
months months
Financial liabilities:
Other payable 11 2.90 - 2.90
Other financial liabilities 12 3.25 - 3.25
Total 6.15 - 6.15
35. MATURITY ANALYSIS OF ASSETS AND LIABILITIES
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.

124 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
As at March 31, 2023 As at March 31, 2022
Within 12 After 12 Total Within 12 After 12 Total
months months months months
Financial assets
Cash and cash equivalents 110.86 - 110.86 71.11 - 71.11
Bank balance other than cash and cash equivalents 1.02 - 1.02 1.45 - 1.45
above Receivables
(I) Other receivables - - - 2.01 - 2.01
Investments - 9,376.73 9,376.73 - 9,329.30 9,329.30
Other financial assets 0.26 - 0.26 0.29 0.67 0.96
Non-financial assets
Income tax assets - 74.92 74.92 - 11.27 11.27
Property, plant and equipment - 0.07 0.07 - 0.16 0.16
Other non-financial assets 2.99 - 2.99 0.19 - 0.19
Assets classified as held for sale 3.79 - 3.79 - - -
Total assets 118.92 9,451.72 9,570.64 75.05 9,341.40 9,416.45
Financial liabilities
Payables
(I) Other payables
(i)  total outstanding dues of micro enterprises - - - - - -
and small enterprises
(ii) total outstanding dues of creditors other than 7.31 - 7.31 2.90 - 2.90
micro enterprises and small enterprises
Other financial liabilities 5.02 - 5.02 3.25 - 3.25
Non-financial Liabilities
Deferred tax liabilities (Net) - 36.25 36.25 - 18.08 18.08
Provisions 0.14 - 0.14 - - -
Other non-financial liabilities 3.28 - 3.28 1.16 - 1.16
Total liabilities 15.75 36.25 52.00 7.31 18.08 25.39

36. EMPLOYEE SHARE BASED PAYMENTS

a) Employee stock option scheme (equity settled) - IDFC Limited
The Company introduced IDFC Employee Stock Option Scheme, 2016 (“IDFC ESOS - 2016”) to enable the employees of the
Company and its subsidiaries / associates to participate in the future growth and financial success of the IDFC Group. The scheme
is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The ESOS provides for grant of stock options to
employees [including employees of subsidiary companies and IDFC FIRST Bank Limited (an associate of the Company)] to acquire
equity shares of the Company, that will vest in a graded manner and that are to be exercised within a specified period.

The fair value of options granted to the employees of the Company under the ESOS is recognised as an employee benefits expense
with a corresponding increase in ‘Share Option Outstanding Account’ under ‘Other Equity’. The fair value of options granted to the
employees of subsidiaries or associate of the Company is recognised as an increase in the investment in the respective subsidiaries
or associate, with a corresponding credit to ‘Share Option Outstanding Account’ under ‘Other Equity’ in accordance with group
share based payment guidance under Ind AS 102.

Options are granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one
ordinary share of the Company. The options granted will vest upon the completion of service condition as specified in scheme in a
graded manner. Vested options are exercisable for the period of five years after the vesting.
i) Set out below is a summary of options granted under the plan:
Year ended March 31, 2023 Year ended March 31, 2022
Average Number of Average Number of
exercise price options exercise price options
Opening balance 55.11 3,846,498 56.82 10,604,778
Granted during the year - - 53.60 1,200,000
Exercised during the year 54.76 (3,548,494) 49.84 (77,626)
Forfeited during the year 60.35 (28,966) 89.21 (418,690)
Lapsed/expired during the year 59.22 (269,038) 55.44 (7,461,964)
Closing balance - - 55.11 3,846,498
Vested and exercisable - - 55.80 2,646,498
Unvested - - 53.60 1,200,000

S TA N D A L O N E F I N A N C I A L S | 125
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

The weighted average share price at the date of exercise of options exercised during the year ended March 31, 2023 was ` 54.76
(preceding year ` 49.84).

ii) Share options outstanding at the March 31, 2023 have the following expiry date and exercise prices:

Grant date Expiry date Exercise Outstanding as at Outstanding as at

price March 31, 2023 March 31, 2022
05-Oct-15 18-Apr-17 to 05-Oct-23 60.35 - 809,270
05-Feb-16 05-Feb-22 to 05-Feb-24 41.15 - 210,000
29-Apr-16 14-Jul-17 to 29-Apr-23 43.40 - 70,000
26-Jul-16 14-Jul-17 to 26-Jul-23 53.90 - 111,128
14-Sep-16 14-Sep-22 to 14-Sep-24 59.20 - 100,000
14-Mar-17 14-Mar-23 to 14-Mar-25 51.85 - 42,600
09-May-17 31-May-18 to 09-May-24 63.25 - 103,500
27-Apr-18 27-Apr-23 55.40 - 1,200,000
10-May-21 09-May-25 53.60 - 1,200,000
Total - 3,846,498
Weighted average remaining contractual life of options outstanding at end of period - 2.32

iii) Fair value of options granted

The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of
the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the
risk free interest rate for the term of the stock option.
1,200,000 ESOPS were granted during the year ended March 31, 2022.
The Assumptions used in the model are as follows:
Sr. Variables Year ended Year ended
No. March 31, 2023 March 31, 2022
1 Risk Free Interest Rate - 4.71%
2 Expected Life - 2.50
3 Expected Volatility - 50.28%
4 Dividend Yield - 0.00%
5 Price of the underlying share in market at the time of the option grant. (`) - 53.60

b) Employee stock option scheme (equity settled) - IDFC FIRST Bank Limited
IDFC FIRST Bank Limited (earlier known as IDFC Bank Limited), an indirect associate of the Company, got demerged from the
Company under the sanctioned scheme of arrangement in October 2015. Pursuant to Scheme of Demerger, IDFC FIRST Bank
Limited has allotted employee stock options to the employees of the Company and it’s subsidiaries. The employee share based
payments arrangement between the Company and its associate is outside the scope of Ind AS 102 - Group share based payment
arrangement, as associate is not a part of the same group. However, under Ind AS 8, the Company has taken a policy choice to
account the said employee share based payments arrangement as per the provisions of Ind AS 102.
Applying Ind AS 102 - Group share based payments arrangement guidance, the fair value of options granted to the employees of
the Company is recognised as an employee benefits expense with a corresponding decrease in investment in associate. However,
the fair value of options granted to the employees of subsidiaries of the Company is recognised as an increase in the investment in
the respective subsidiaries and a decrease in investment in associate.
c) Amounts recognised in statement of profit and loss and investment in subsidiary:
The Company had established an intermediate Non-Operating Financial Holding Company (NOFHC) (i.e. IDFC Financial Holding
Company Limited) to hold the investment in IDFC FIRST Bank Limited (an associate of the Company) and other subsidiaries of the
Company due to regulatory requirements of RBI. Since the Company does not hold direct investment in its associate and other
subsidiaries involved in group, the Company increases or decreases its investment in IDFC Financial Holding Company Limited, to
give the effect of increase or decrease in the investment in subsidiary or associate for accounting employee stock options.
i) Total expenses arising from share-based payment transactions recognised in statement of profit and loss as part of employee
benefit expense for the year ended March 31, 2023 is ` 0.24 crores (preceding year ` 2.01 crores).
ii) Reversal of expense on account of cancel / lapse of employee stock option of IDFC FIRST Bank Limited which has been
recognised in statement of profit and loss as part of employee benefit expense for the year ended March 31, 2023 is ` (2.34
crore) (preceding year ` (0.47 crore)).

126 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

37. RELATED PARTY TRANSACTIONS

List of related party where transaction exists.
a) Subsidiaries
Direct:

Name Place of Ownership Interest

incorporation As at As at
March 31, 2023 March 31, 2022
IDFC Foundation (till October 27, 2022) India - 100%
IDFC Financial Holding Company Limited India 100% 100%

Indirect:
IDFC Asset Management Company Limited (upto January 31, 2023)
IDFC AMC Trustee Company Limited (upto January 31, 2023)

b) Associates
Direct:
Novopay Solutions Private Limited (till August 31, 2022)
Jetpur somnath Tollways Private Limited
Indirect:
IDFC FIRST Bank Limited
c) Key management personnel
Mr. Sunil Kakar - Managing Director & CEO (Upto September 30, 2022)
Mr. Mahendra N. Shah - Managing Director (w.e.f. October 01, 2022)
Mr. Bipin Gemani - Chief Financial Officer
Mr. Vinod Rai - Independent director (upto May 24, 2021)
Mr. Vinod Rai -Non Independent director (w.e.f. May 25, 2021 upto September 22, 2021)
Ms. Ritu Anand - Independent director (upto August 15, 2022)
Mr. Ajay Sondhi - Independent director
Ms. Anita Belani - Independent Director (w.e.f November 09, 2021)
Dr. Jaimini Bhagwati - Independent director (w.e.f. May 25, 2021)
Mr. Anil Singhvi - Independent director (w.e.f. May 25, 2021)

d) Key management personnel compensation

(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Short-term employee benefit 11.66 5.48
Long-term employee benefit 0.57 0.62
Total 12.23 6.10

* Includes ESOP perquiste of ` 5.92 crores (previous year Nil)

Sitting fees and Commission to directors has been disclosed as “Directors’ Sitting Fees” & “Commission to directors” under “other
expenses” in note 23.

e) All transactions were made on normal commercial terms and conditions and at market rates. The average interest rate on the inter
corporate deposits taken during the year was 10% (previous year 10%) and average interest rate on the inter corporate deposits
given during the previous year was 10%.

f) Disclosure requirements in relation to related party transactions wide- NBFC circular RBI/2022-23/26 DOR.ACC.REC.
No.20/21.04.018/2022-23 dated April 19, 2022 are complied.

S TA N D A L O N E F I N A N C I A L S | 127
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

I) The nature and volume of transactions of the Company with the above mentioned related parties are as summarised below:
(` in crore)
Subsidiaries Associates
2023 2022 2023 2022
INCOME
Dividend 1,930.00 - - -
Interest 0.36 4.63 0.04 -
EXPENDITURE
Finance cost 0.50
Shared service cost recovery (0.08) (0.04) - -
Shared service cost (including reimbursement of expenses) - 0.15 - 0.15
ASSETS / TRANSACTIONS
Sale of Office Equipment - - - β
Current account balance - - 3.87 62.49
Fixed deposits placed - - 135.00 83.90
Fixed deposits matured - - 27.00 73.90
Fixed deposit- balance - - 108.00 10.00
Interest accrued on deposits - - 0.01 -
Inter-corporate deposits (placed) 100.00 10.00 - -
Inter-corporate deposits (matured) 100.00 85.00 - -
Advances / other receivable - 0.01 - -
Outstanding Equity investment - At cost 9,029.24 9,042.24 132.19 167.81
LIABILITIES / TRANSACTIONS
Inter-corporate deposits (taken) 75.80 - - -
Inter-corporate deposits (repaid) 75.80 - - -

38. SEGMENT INFORMATION

The Company’s main business is to carry out Investment activity in India. All other activities of the Company revolve around the
main business of the Company. Accordingly, there are no separate reportable segments, as per Ind AS 108 “Operating Segment.”
Also the Company does not have any geographical segment.

39. THE FOLLOWING ADDITIONAL INFORMATION IS DISCLOSED IN TERMS OF THE RBI CIRCULAR (REF. NO. DNBS (PD) CC NO.
008 /03.10.119 /2016-17 DATED JULY 1, 2016) :
(a) Investor group wise classification of all investments (current and non-current) in shares and securities (both quoted and
unquoted):
(` in crore)
As at March 31, 2023 As at March 31, 2022
Market value / Book value Market value / Book value
Break up value / net of provision Break up value / net of provision
Fair value / NAV Fair value / NAV
1 Related parties
(a) Subsidiaries 10,785.43 9,028.91 9,448.18 9,028.04
(b) Companies in the same group - - - -
(c) Other related parties - - - -

2 Other than related parties 351.61 351.61 301.26 301.26

Total 11,137.04 9,380.52 9,749.44 9,329.30

128 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(b) Asset Liability Management Maturity pattern of certain items of Assets and Liabilities:
As at March 31, 2023 (` in crore)
upto Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
30/31 month month month & months year year years
days upto upto upto & upto 1 & upto & upto 5
2 3 6 year 3 years years
months months month
Deposits - - - - - - - - -
Advances - - - - - - - - -
Investments - - - - 3.79 - - 9,376.73 9,380.52
Borrowing - - - - - - - - -
Foreign currency assets - - - - - - - - -
Foreign currency liabilities - - - - - - - - -

As at March 31, 2022 (` in crore)

upto Over 1 Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total
30/31 month month month & months year year years
days upto upto upto & upto 1 & upto & upto 5
2 3 6 year 3 years years
months months month
Deposits - - - - - - - - -
Advances - - - - - - - - -
Investments - - - - - - - 9,329.30 9,329.30
Borrowing - - - - - - - - -
Foreign currency assets - - - - - - - - -
Foreign currency liabilities - - - - - - - - -
In computing the above information, certain estimates, assumptions and adjustments have been made by the Management
which have been relied upon by the auditors.

(c) Exposures to Capital Market

(` in crore)
As at As at
March 31, 2023 March 31, 2022
(i) Direct investments in equity shares, convertible bonds, convertible debentures 9,032.70 9,028.04
and units of equity-oriented mutual funds the corpus of which is not exclusively
invested in corporate debt
(ii) Advances against shares/bonds/debentures or other securities or on clean - -
basis to individuals for investment in shares (including IPOs/ESOPs), convertible
bonds, convertible debentures and units of equity-oriented mutual funds
(iii) Advances for any other purposes where shares or convertible bonds or - -
convertible debentures or units of equity-oriented mutual funds are taken as
primary security
(iv) Advances for any other purposes to the extent secured by the collateral security - -
of shares or convertible bonds or convertible debentures or units of equity-
oriented mutual funds i.e. where primary security other than shares/convertible
bonds/convertible debentures/units of equity-oriented mutual funds does not
fully cover the advances
(v) Secured and unsecured advances to stockbrokers and guarantees issued on - -
behalf of stockbrokers and market makers
(vi)  Loans sanctioned to corporates against the security of shares/bonds/ - -
debentures or other securities or on clean basis for meeting promoter’s
contribution to the equity of new companies in anticipation of raising resources

S TA N D A L O N E F I N A N C I A L S | 129
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(vii) Bridge loans to companies against expected equity flows/issues - -

(viii) All exposures to Venture Capital Funds (both registered and unregistered) 350.20 317.51
Total Exposure to Capital Market 9,382.90 9,345.55

(d) Penalties / fines imposed by the RBI

During the year ended March 31, 2023 there was no penalty imposed by the RBI (Preceding Year Nil).

40. THE FOLLOWING ADDITIONAL INFORMATION IS DISCLOSED IN TERMS OF THE RBI CIRCULAR (REF. NO. RBI/2019-20/170
DOR (NBFC).CC.PD.NO.109/22.10.106/2019-20 DATED MARCH 13, 2020):

For year ended March 31, 2023 (` in crore)

Asset Classification as per RBI Norms Asset Gross Loss Net Carrying Provisions Difference
classification Carrying Allowances Amount required as between
as per Ind Amount as (Provisions) per IRACP Ind AS 109
AS 109 per Ind AS as required norms provisions
under Ind AS and IRACP
109 norms
1 2 3 4 (5)=(3)-(4) 6 (7)=(4)-(6)
Performing Assets
Standard Standard - - - - -
Non-Performing Assets (NPA)
Substandard Stage 3 - - - - -
Doubtful
up to 1 year - - - - - -
1 to 3 years - - - - - -
More than 3 years - - - - - -
Loss Stage 3 - - - - -
Other items such as guarantees, loan Stage 3
commitments, etc. which are in the
scope of Ind AS 109 but not covered
under current Income Recognition,
Asset Classification and Provisioning
(IRACP) norms
Total - - - - -

For year ended March 31, 2022 (` in crore)

Asset Classification as per RBI Norms Asset Gross Loss Net Carrying Provisions Difference
classification Carrying Allowances Amount required as between
as per Ind Amount as (Provisions) per IRACP Ind AS 109
AS 109 per Ind AS as required norms provisions
under Ind AS and IRACP
109 norms
1 2 3 4 (5)=(3)-(4) 6 (7)=(4)-(6)
Performing Assets
Standard Standard 2.01 - 2.01 - -
Non-Performing Assets (NPA)
Substandard Stage 3 - - - - -
Doubtful
up to 1 year - - - - - -
1 to 3 years - - - - - -
More than 3 years - - - - - -
Loss Stage 3 - - - - -
Other items such as guarantees, loan
commitments, etc. which are in the
scope of Ind AS 109 but not covered
Stage 3 - - - - -
under current Income Recognition,
Asset Classification and Provisioning
(IRACP) norms
Total 2.01 - 2.01 - -

130 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

41. ADDITIONAL DISCLOSURES

(a) Provisions and Contingencies
Break up of ‘Provisions and Contingencies’ shown under the head expenditure in the Statement of Profit and Loss:

(` in crore)
As at As at
March 31, 2023 March 31, 2022
Impairment on financial instruments 0.73 (0.23)
Total 0.73 (0.23)

(b) Disclosure of complaints

The following table sets forth, the movement and the outstanding number of complaints:
For the year For the year
ended ended
March 31, 2023 March 31, 2022
Shareholders’ complaints:
No. of complaints pending at the beginning of the year Nil Nil
No. of complaints received during the year 11 2
No. of complaints disposed off during the year 10 2
No. of complaints remaining unresolved at the end of the year 1 Nil
The above information is certified by management and relied upon by the auditors.

42. RATINGS ASSIGNED BY CREDIT RATING AGENCIES AND MIGRATION OF RATINGS DURING THE YEAR :

The last rating taken by the Company was withdrawn on January 27, 2020.
43. DISCLOSURE PURSUANT TO RESERVE BANK OF INDIA CIRCULAR DOR.NBFC (PD) CC. NO.102/03.10.001 /2019-20 DATED
NOVEMBER 4, 2019 PERTAINING TO LIQUIDITY RISK MANAGEMENT FRAMEWORK FOR NON-BANKING FINANCIAL COMPANIES:

As per the RBI circular dated 4th Nov 2019 circular no RBI/2019-20/88 DOR.NBFC (PD) CC. No.102/03.10.001/2019-20 all
non-deposit taking NBFCs with asset size of ` 5,000 crore and above but less than ` 10,000 crore, shall maintain a liquidity buffer in
terms of Liquidity Coverage Ratio (‘LCR’) which will promote resilience of NBFCs to potential liquidity disruptions by ensuring that
they have sufficient High Quality Liquid Asset (HQLA) to survive any acute liquidity stress scenario lasting for 30 days.

From December 1, 2020 December 1, 2021 December 1, 2022 December 1, 2023 December 1, 2024
Minimum LCR 30% 50% 60% 85% 100%
As per the above requirement, IDFC Limited is required to maintain LCR from 1 December 2020.
Main drivers to the LCR numbers: All significant outflows and inflows determined in accordance with RBI guidelines are included in
the prescribed LCR computation.
Composition of HQLA: The HQLA maintained by the Company comprises cash balance maintained in current account.
Detailed LCR template is presented below according to the format given in RBI circular:
(` in crore)
Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23
Particulars Total Total Total Total Total Total Total Total
unweighted weighted unweighted weighted unweighted weighted unweighted weighted
value value value value value value value value
(average) (average) (average) (average) (average) (average) (average) (average)
High Quality Liquid Assets
1. Total High Quality Liquid Assets (HQLA) 3.01 3.01 111.92 111.92 0.38 0.38 110.86 110.86
Cash Outflows
2. Deposits (for deposit taking companies) - - - - - - - -
3. Unsecured wholesale funding - - - - - - - -
4. Secured wholesale funding - - - - - - - -

S TA N D A L O N E F I N A N C I A L S | 131
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

5. Additional requirements, of which

(i) Outflows related to derivative exposures and other - - - - - - - -
collateral requirements
(ii) Outflows related to loss of funding on debt products - - - - - - - -
(iii) Credit and liquidity facilities - - - - - - - -
6. Other contractual funding obligations 15.44 17.75 16.68 19.18 0.81 0.93 0.62 0.71
7. Other contingent funding obligations - - - - - - - -
8. TOTAL CASH OUTFLOWS 15.44 17.75 16.68 19.18 0.81 0.93 0.62 0.71
Cash Inflows
9. Secured lending - - - - - - - -
10. Inflows from fully performing exposures - - - - - - - -
11. Other cash inflows 0.02 0.01 1.17 0.88 137.34 103.01 0.05 0.04
12. TOTAL CASH INFLOWS 0.02 0.01 1.17 0.88 137.34 103.01 0.05 0.04
Total Adjusted Value Total Adjusted Value Total Adjusted Value Total Adjusted Value
13. TOTAL HQLA 3.01 111.92 0.38 110.86
14. TOTAL NET CASH OUTFLOWS 17.74 18.30 0.22 0.67
15. LIQUIDITY COVERAGE RATIO (%) 17% 611% 169% 16658%

High Quality Liquid Assets (HQLA) Total Total Total Total Total Total Total Total
unweighted weighted unweighted weighted unweighted weighted unweighted weighted
value value value value value value value value
(average) (average) (average) (average) (average) (average) (average) (average)
Assets to be included as HQLA without 3.01 3.01 111.92 111.92 0.38 0.38 110.86 110.86
any haircut
Assets to be considered for HQLA - - - - - - - -
with a minimum haircut of 15%
Assets to be considered for HQLA - - - - - - - -
with a minimum haircut of 50%
Approved securities held as per the - - - - - - - -
provisions of section 45 IB of RBI Act
Total HQLA 3.01 3.01 111.92 111.92 0.38 0.38 110.86 110.86

(` in crore)
Q1 FY22 Q2 FY22 Q3 FY22 Q4 FY22
Particulars Total Total Total Total Total Total Total Total
unweighted weighted unweighted weighted unweighted weighted unweighted weighted
value value value value value value value value
(average) (average) (average) (average) (average) (average) (average) (average)
High Quality Liquid Assets
1. Total High Quality Liquid Assets (HQLA) 1.84 1.84 3.88 3.88 10.27 10.27 11.23 11.23
Cash Outflows
2. Deposits (for deposit taking companies) - - - - - - - -
3. Unsecured wholesale funding - - - - - - - -
4. Secured wholesale funding - - - - - - - -
5. Additional requirements, of which
(i) Outflows related to derivative exposures and other - - - - - - - -
collateral requirements
(ii) Outflows related to loss of funding on debt products - - - - - - - -
(iii) Credit and liquidity facilities - - - - - - - -
6. Other contractual funding obligations 0.89 1.02 1.65 1.90 1.54 1.77 0.54 0.62
7. Other contingent funding obligations - - - - - - - -
8. TOTAL CASH OUTFLOWS 0.89 1.02 1.65 1.90 1.54 1.77 0.54 0.62
Cash Inflows
9. Secured lending - - - - - - - -
10. Inflows from fully performing exposures - - - - - - - -
11. Other cash inflows 0.08 0.06 0.02 0.02 0.01 0.01 2.34 1.76
12. TOTAL CASH INFLOWS 0.08 0.06 0.02 0.02 0.01 0.01 2.34 1.76

132 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Total Adjusted Value Total Adjusted Value Total Adjusted Value Total Adjusted Value
13. TOTAL HQLA 1.84 3.88 10.27 11.23
14. TOTAL NET CASH OUTFLOWS 0.96 1.88 1.76 0.16
15. LIQUIDITY COVERAGE RATIO (%) 190% 206% 585% 6850%

High Quality Liquid Assets (HQLA) Total Total Total Total Total Total Total Total
unweighted weighted unweighted weighted unweighted weighted unweighted weighted
value value value value value value value value
(average) (average) (average) (average) (average) (average) (average) (average)
Assets to be included as HQLA without 1.84 1.84 3.88 3.88 10.27 10.27 11.23 11.23
any haircut
Assets to be considered for HQLA - - - - - - - -
with a minimum haircut of 15%
Assets to be considered for HQLA - - - - - - - -
with a minimum haircut of 50%
Approved securities held as per the - - - - - - - -
provisions of section 45 IB of RBI Act
Total HQLA 1.84 1.84 3.88 3.88 10.27 10.27 11.23 11.23
44 THE DISCLOSURE ON THE FOLLOWING MATTERS REQUIRED UNDER SCHEDULE III AS AMENDED ON MARCH 24, 2021 NOT
BEING RELEVANT OR APPLICABLE IN CASE OF THE COMPANY, SAME ARE NOT COVERED:
(i) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(ii) No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(iii) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
(iv) No satisfaction of charges are pending to be filed with ROC.
(v) There are no transactions which are not recorded in the books of account which have been surrendered or disclosed as income
during the year in the tax assessments under the Income Tax Act, 1961.
(vi) The Company had entered into scheme of arrangement, details of which are disclosed in Note 1A. The Company filed petition with
National Company Law Tribunal (NCLT) – Chennai and NCLT has passed the order on November 22, 2022 in favor of the Company.
The Company has given effect to the order and have prepared merged accounts for all the periods appearing in the result.
Consequently, all previous periods presented in the statement have been restated.
(vii) There have been no revaluation of Plant, Property and Equipment during the current year.
(viii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ix) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(x) The Company has not advanced any loans or advances in the nature of loans to specified persons viz. promoters, directors, KMPs,
related parties; which are repayable on demand or where the agreement does not specify any terms or period of repayment.

S TA N D A L O N E F I N A N C I A L S | 133
NOTES TO STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(xi) The Company has not entered into any transaction with Struck off Companies other than those stated below:

Name of struck off Company Nature of transactions with Balance outstanding Balance outstanding
struck-off Company (No.of shares as on (No.of shares as on
March 31, 2023) March 31, 2022)
ARPITA TRADING Shares held by struck off company - 4,500
JALAN HOLDINGS PRIVATE LIMITED - 1,500
SAFNA CONSULTANCY PVT LTD 500 500
YOGESH INVESTMENT PVT.LTD. 200 200
VINAYAK CONSULTING PRIVATE LIMITED 10 10
KOTHARI INTERGROUP LTD. 2 2
VAISHAK SHARES LIMITED 1 1
DREAMS BROKING PVT LTD 1 1
AVNI FINANCIAL ADVISORS PRIVATE 400 -
LIMITED
SIDDHA PAPERS PRIVATE LIMITED 25 -
BINODINI PROJECTS LIMITED 15 -

45 OTHER DISCLOSURES:
(i) The Company did not have any long term contracts including derivative contracts for which there are any material losses.
46 CONSIDERING THE NATURE OF THE BUSINESS OF THE ENTITY AND TRANSACTIONS ENTERED DURING THE YEAR
ENDED MARCH 31, 2022 AND MARCH 31, 2021 FOLLOWING DISCLOSURES REQUIRED AS PER NBFC CIRCULAR DNBR
(PD) CC.NO.008/03.10.119/2016-17 DATED SEPTEMBER 01, 2016 (UPDATED AS ON APRIL 1, 2022) ARE NOT APPLICABLE
TO THE COMPANY AND HENCE ARE NOT DISCLOSED:
(i) Disclosures regarding Derivatives.
(ii) Disclosures relating to Securitization.
(iii) Exposure to Real Estate Sector.
(iv) Details of financing of parent company products.
(v) Detail of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the NBFC.
(vi) Unsecured Advances.
(vii) Concentration of Deposits, Advances, Exposures and NPAs.
(viii) Sector-wise NPAs.
(ix) Overseas Assets (for those with Joint Ventures and Subsidiaries abroad).
(x) Off-balance sheet SPVs sponsored.
(xi) Intra-group exposures.
(xii) Unhedged foreign currency exposure.

47 The figures of ` 50,000 or less have been denoted by β.

48 Previous year numbers have been regrouped / rearranged wherever necessary, in order to make them comparable. There are no
significant regrouping / reclassification during the year. Also refer note 24 above.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

134 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF IDFC LIMITED
Report on the audit of the Consolidated Financial Statements

Opinion
1. We have audited the accompanying consolidated Ind AS financial statements of IDFC Limited (‘the Holding Company’ or ‘the
Parent’) and its subsidiaries (the Parent and its subsidiaries together referred to as ‘the Group’), its associates and joint ventures,
which comprise the consolidated balance sheet as at 31 March 2023 and the consolidated statement of profit and loss (including
other comprehensive income), the consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and
other explanatory information (‘the Consolidated Financial Statements’).
2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration
of reports of other auditors on separate financial statements of such subsidiaries, associates and joint ventures as were audited
by the other auditors, the aforesaid Consolidated Financial Statements give the information required by the Companies Act, 2013
(‘the Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the consolidated state of affairs of the Group, its associates and joint ventures as at 31 March 2023, and its consolidated
profit and other comprehensive income, consolidated changes in equity and its consolidated cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing (‘SAs’) specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the Group, its associates and joint ventures in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant
to our audit of the Consolidated Financial Statements under the provisions of the Act, and the rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained along with the consideration of audit reports of the other auditors referred to in the ‘Other Matters’ paragraph
below is sufficient and appropriate to provide a basis for our opinion on the Consolidated Financial Statements.
Emphasis of Matter
4. We draw attention to note 35(f)(i) to the Consolidated Financial Statements mentioning that the Holding Company is in process of
appointing new directors on its Board to comply with Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Our opinion on the Consolidated Financial Statements is not modified in respect of the above matter.
Key Audit Matters
5. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated
Financial Statements of the current year. These matters were addressed in the context of our audit of the Consolidated Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter
Assessment of valuation of investments measured at fair value for
which no listed price in an active market is available and valuation
is carried out basis market information and significant unobservable
inputs. (Refer note 38 to the Consolidated Financial Statements.)
How the matter was addressed in our audit
The following procedures were performed by us to test
the valuation of investments which are measured at fair
value for which no listed price in an active market is
available:

The Group has investments in Venture Capital Funds (“VCF”) units
amounting to Rs. 347.82 crores measured at fair value, where no listed
price in an active market is available. The corresponding fair value
change is recognised in statement of profit and loss in accordance
with related Accounting Standard (Ind-AS 109).
In measuring the fair value of these investments, the management
considers the net asset value (“NAV”) declared by the investment
managers of the VCF unit. NAV is considered as a significant
unobservable input as the Group does not have direct access to the
valuations of the underlying portfolio companies in which the VCFs
have invested.
a. We obtained an understanding from the
management, assessed and tested the design and
operating effectiveness of the Group’s control over
assessment of fair value of investments.
b. We verified that requisite approvals are in place
with regards to Management’s assessment of fair
valuation of investments in VCF.
c. We traced the inputs used in the calculation from
the source data (Statement of Accounts, NAV
declared etc.) to verify the arithmetical accuracy of
the calculation of valuation of investments.
d. We evaluated the adequacy of the disclosures in
the consolidated financial statements.
Based on our above audit procedures, we consider that
the management’s assessment of the fair value of the
above investments for which no listed price in an active
market is available is reasonable.

C O N S O L I D AT E D F I N A N C I A L S | 135
INDEPENDENT AUDITOR’S REPORT
The management also reviews the performance of the portfolio
companies on a regular basis by tracking the latest available financial
statements/financial information, valuation report of independent
valuers, investor communications and basis the said assessment
determines whether any discount is required to be applied on the NAV
communicated by the investment managers of VCF. The assessment
made by the management also takes into consideration the illiquidity
considering the said investments are not actively traded in the market.
The assessment prepared by the management is placed before the
Board of Directors for their approval at regular intervals. Considering
the inherent subjectivity in the valuation of the above investments,
relative significance of these investments to the consolidated financial
statements and the nature and extent of the audit procedures involved,
we determined this to be a key audit matter.

Other Information
6. The Holding Company’s Board of Directors are responsible for the other information. The other information comprises the
information included in the Holding Company’s annual report, but does not include the Consolidated Financial Statements and our
auditors’ report thereon. The Other Information is expected to be made available to us after the date of this auditor’s report.
7. Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
8. In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and
based on the work done / audit report of other auditors, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
9. The Holding Company’s Board of Directors are responsible for the preparation and presentation of these Consolidated Financial
Statements, that give a true and fair view of the consolidated state of affairs, consolidated profit and other comprehensive income,
consolidated changes in equity and consolidated cash flows of the Group including its associates and joint ventures in accordance
with the accounting principles generally accepted in India, including the Indian Accounting Standards (‘Ind AS’) specified under
section 133 of the Act. The respective Board of Directors of the companies included in the Group, its associates and joint ventures
are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Group, its associates and joint ventures and for preventing and detecting frauds and other irregularities; the
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have
been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of the Holding Company, as
aforesaid.
10. In preparing the Consolidated Financial Statements, the respective Board of Directors of the companies included in the Group, its
associates and joint ventures are responsible for assessing the ability of each company to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either
intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
11. The respective Board of Directors of the companies included in the Group, its associates and joint ventures are responsible for
overseeing the financial reporting process of the Group, its associates and joint ventures.
Auditor’s responsibilities for the audit of the Consolidated Financial Statements
12. Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Consolidated Financial Statements.
13. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:
13.1. Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

136 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
INDEPENDENT AUDITOR’S REPORT
13.2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the
Holding Company has adequate internal financial controls with reference to the Consolidated Financial Statements and the
operating effectiveness of such controls.
13.3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management.
13.4. Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the ability of the Group, its associates and joint ventures to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group, its
associates and joint ventures to cease to continue as a going concern.
13.5. Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures,
and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that
achieves fair presentation.
13.6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group, its associates and joint ventures to express an opinion on the Consolidated Financial Statements. We are responsible
for the direction, supervision and performance of the audit of financial statements of such entities included in the Consolidated
Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Financial
Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision
and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
14. We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated
Financial Statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
16. From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Consolidated Financial Statements of the current year and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
17. We draw attention to note 35(a) of the Consolidated Financial Statements which highlights that as part of simplification of corporate
structure, the Board of Directors of the Parent along with its three Wholly Owned Subsidiaries (“WOS”) IDFC Alternatives Limited,
IDFC Trustee Company Limited and IDFC Projects Limited, approved the merger of WOS into the Parent, subject to receiving
regulatory approvals from various authorities. Post Board approval, the Parent along with its three WOS has filed scheme of
amalgamation with Official Liquidator (“OL”) – Chennai and Regional Director / Registrar of Companies (“ROC”) – Chennai on 06
December 2021. The ROC, Chennai vide its letter dated 01 February 2022 intimated no observation / suggestions to the aforesaid
scheme of amalgamation. Also, the OL of Madras High Court vide its letter dated 24 March 2022 communicated no observation
to the aforesaid scheme of amalgamation. The Parent filed petition with National Company Law Tribunal (“NCLT”) – Chennai on
13 April 2022. NCLT heard the petition on 20 October 2022 and passed the order on 22 November 2022 in favour of the Parent.
Appointed date of the merger is 01 April 2021. Our opinion on the Consolidated Financial Statements is not modified in respect of
this matter.
18. We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of Rs. 10,822.44 crores
(before consolidation adjustment) as at 31 March 2023, total revenues of Rs. 3,676.31 crores (before consolidation adjustment) and
net cash outflow amounting to Rs.1,930.36 crores (before consolidation adjustment) for the year ended on that date, as considered
in the Consolidated Financial Statements. The Consolidated Financial Statements also include the Group’s share of net profit of
Rs. 974.18 crores for the year ended 31 March 2023, as considered in the Consolidated Financial Statements, in respect of three
associates, whose financial statements have not been audited by us. These financial statements have been audited by other auditors
whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as
it relates to the amounts and disclosures included in respect of these subsidiary and associates, and our report in terms of section
143(3) of the Act, in so far as it relates to the aforesaid subsidiary and associates, is based solely on the reports of the other auditors.
19. The Consolidated Financial Statements also include the Group’s share of net profit of Rs. Nil for the year ended 31 March 2023,
as considered in the Consolidated Financial Statements, in respect of two associates and three joint ventures, whose financial
information have not been audited by us. These financial information are unaudited and have been furnished to us by the Management

C O N S O L I D AT E D F I N A N C I A L S | 137
INDEPENDENT AUDITOR’S REPORT
and our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect
of these joint venture and associates, and our report in terms of section 143(3) of the Act in so far as it relates to the aforesaid joint
venture and associates, is based solely on such unaudited financial information. In our opinion and according to the information and
explanations given to us by the Management, these financial information are not material to the Group.
20. The consolidated financial statements also include profit after tax from discontinued operation amounting to Rs. 87.16 crores
pertaining to four subsidiaries whose financial statements, upto the date of sale, have not been audited by their auditors. This
unaudited financial information have been furnished to us by the Board of Directors and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on such
unaudited financial information. In our opinion and according to the information and explanations given to us by the Board of
Directors, since the investment in these subsidiaries is sold and consideration has been received by the Parent on 31 January 2023,
the impact of the financial information of these subsidiaries is not material to the Group.
21. Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and
the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

22. As required by section 143(3) of the Act, based on our audit and on the consideration of audit reports of the other auditors on
separate financial statements of such subsidiaries, associates and joint ventures as were audited by other auditors, as noted in the
‘Other Matters’ paragraph, we report, to the extent applicable, that:

22.1. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit of the aforesaid Consolidated Financial Statements.

22.2. In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Financial
Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

22.3. The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the
consolidated statement of changes in equity and the consolidated statement of cash flow dealt with by this Report are
in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial
Statements.

22.4. In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS specified under Section 133 of the Act.

22.5. On the basis of the written representations received from the directors of the Holding Company as on 31 March 2023, taken on
record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies,
associate companies and joint ventures incorporated in India, none of the directors of the Group companies, its associate
companies and joint ventures incorporated in India are disqualified as on 31 March 2023 from being appointed as a director in
terms of Section 164(2) of the Act.

22.6. With respect to the adequacy of internal financial controls with reference to the Consolidated Financial Statements of the
Holding Company, its subsidiary companies, associate companies and joint ventures incorporated in India and the operating
effectiveness of such controls, refer to our separate report in ‘Annexure A’.

22.7. In our opinion and according to the information and explanations given to us and based on the reports of the statutory
auditors of such subsidiary companies, associate companies and joint ventures incorporated in India which were not audited
by us, the remuneration paid during the current year by the Holding Company, its subsidiary companies, associate companies
and joint ventures incorporated in India to its directors is in accordance with the provisions of Section 197 of the Act. The
remuneration paid to any director by the Holding Company, its subsidiary companies, associate companies and joint ventures
incorporated in India is not in excess of the limit laid down under Section 197 of the Act.

23. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on
the consideration of audit reports of the other auditors on separate financial statements of such subsidiaries, associates and joint
ventures, as noted in the ‘Other Matters’ paragraph:

23.1. The Consolidated Financial Statements disclose the impact of pending litigations as at 31 March 2023 on the consolidated
financial position of the Group, its associates and joint ventures – Refer Note 32 to the consolidated financial statements.

23.2. The Group, its associates and joint ventures did not have any material foreseeable losses on long-term contracts including
derivative contracts.

23.3. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by
the Holding Company and/or its subsidiary companies, associate companies and joint ventures incorporated in India during
the year ended 31 March 2023.

23.4. The respective managements of the Holding Company, its subsidiaries, associates and joint ventures incorporated in India

138 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
INDEPENDENT AUDITOR’S REPORT
whose financial statements have been audited under the Act have represented to us and the other auditors of such subsidiaries,
associates and joint ventures respectively, to best of their knowledge and belief, that no funds have been advanced or loaned
or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Holding Company
or any of such subsidiaries, associates and joint ventures to or in any other person(s) or entity(ies), including foreign entities
(‘Intermediaries’), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Holding Company or any of such subsidiaries, associates and joint ventures (‘Ultimate Beneficiaries’) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
23.5. The respective managements of the Holding Company, its subsidiaries, associates and joint ventures which are companies
incorporated in India whose financial statements have been audited under the Act have represented to us and the other
auditors of such subsidiaries, associates and joint ventures respectively, to best of their knowledge and belief, that no funds
have been received by the Holding Company or any of such subsidiaries, associates and joint ventures from any person(s) or
entity(ies), including foreign entities (‘Funding Parties’), with the understanding, whether recorded in writing or otherwise,
that the Holding Company or any of such subsidiaries, associates and joint ventures shall, whether, directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate
Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
23.6. Based on such audit procedures, that has been considered reasonable and appropriate in the circumstances, performed by
us and those performed by auditors of the subsidiaries, associates and joint ventures incorporated in India whose financial
statements have been audited under the Act, nothing has come to our or other auditor’s notice that has caused us or other
auditors to believe that the representation under para 23.4 and 23.5 contain any material misstatement.
23.7. In our opinion and according to the information and explanations given to us, the dividend declared and / or paid during the
year by the Holding Company, its associates and joint ventures incorporated in India is in compliance with Section 123 of the
Act.
24. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), provides for the feature of recording of audit trail (edit
log) facility in the accounting software used by the Group, its associates and joint ventures, incorporated in India for maintenance
of books of account, which is applicable to the Group, its associates and joint ventures, incorporated in India from financial year
beginning 1 April 2023. The reporting under clause (g) of Rule 11 of Companies (Audit and Auditors) Rules, 2014 would be done from
financial year 2023-2024 onwards.
25. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor’s Report) Order, 2020 ( ‘CARO’) issued
by Central Government in terms of Section 143(11) of the Act, to be included in Auditor’s report, according to the information and
explanations given to us, and based on the CARO reports issued by us for the Parent and based on our consideration of CARO
reports issued by respective auditors of the companies included in consolidated financial statements, we report that there are no
qualifications or adverse remarks in these CARO reports.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Devang Doshi
Partner
ICAI Membership No: 140056
UDIN: 23140056BGZQQW1984

Place: Mumbai
Date: 04 May 2023

C O N S O L I D AT E D F I N A N C I A L S | 139
ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT
ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF IDFC LIMITED
FOR THE YEAR ENDED 31 MARCH 2023
(Referred to in paragraph ‘22.6’ under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls with reference to the aforesaid Consolidated Financial Statements under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

Opinion
1. In conjunction with our audit of the Consolidated Financial Statements of IDFC Limited as of and for the year ended 31 March
2023, we have audited the internal financial controls with reference to the Consolidated Financial Statements of IDFC Limited (‘the
Holding Company’) and its subsidiary companies its associate companies and joint ventures, which are companies incorporated in
India, as of that date.
2. In our opinion, the Holding Company and its subsidiary companies, and its associate companies and joint ventures, which are
companies incorporated in India, have, in all material respects, an adequate internal financial controls with reference to the
Consolidated Financial Statements and such internal financial controls were operating effectively as at 31 March 2023, based on the
internal controls over financial reporting criteria established by the respective companies considering the essential components of
such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India (‘the Guidance Note’).
Management’s responsibility for Internal Financial Controls
3. The respective Board of Directors of the Holding Company, its subsidiary companies, its associate companies and joint ventures,
which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls with reference
to consolidated financial statements based on the internal controls over financial reporting criteria established by the respective
companies considering the essential components of internal control stated in the Guidance Note. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Act.
Auditor’s responsibility
4. Our responsibility is to express an opinion on the Holding Company, its subsidiaries, its associates and joint ventures, which are
companies incorporated in India, internal financial controls with reference to the Consolidated Financial Statements based on our
audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing (‘SA’), prescribed under
section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to the Consolidated
Financial Statements. Those SAs and the Guidance Note require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to the Consolidated
Financial Statements were established and maintained and if such controls operated effectively in all material respects.
5. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with
reference to the Consolidated Financial Statements and their operating effectiveness. Our audit of internal financial controls with
reference to the Consolidated Financial Statements included obtaining an understanding of internal financial controls with reference
to the Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due
to fraud or error.
6. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports
referred to in the ‘Other Matters’ paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the
internal financial controls with reference to the Consolidated Financial Statements.
Meaning of Internal Financial controls with reference to the Consolidated Financial Statements
7. A company’s internal financial controls with reference to the Consolidated Financial Statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference
to the Consolidated Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Inherent Limitations of Internal Financial Controls with reference to the Consolidated Financial Statements
8. Because of the inherent limitations of internal financial controls with reference to the Consolidated Financial Statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Consolidated

140 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT
Financial Statements to future periods are subject to the risk that the internal financial controls with reference to the Consolidated
Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Other Matters
9. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial
controls system with reference to the Consolidated Financial Statements in so far as it relates to one subsidiary company and three
associate companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such
subsidiary and associates incorporated in India.

For KKC & Associates LLP

Chartered Accountants
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W/W100621

Devang Doshi
Partner
ICAI Membership No: 140056
UDIN: 23140056BGZQQW1984

Place: Mumbai
Date: 04 May 2023

C O N S O L I D AT E D F I N A N C I A L S | 141
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2023

(` in crore)
Notes As at As at
March 31, 2023 March 31, 2022
ASSETS
Financial assets
Cash and cash equivalents 3 157.94 286.47
Bank balances other than cash and cash equivalents 4 219.52 1.55
Receivables
(i) Other receivables 5 - 2.01
Investments 6
- Accounted for using equity method 10,872.80 7,401.21
- Others 347.82 301.26
Other financial assets 7 1.31 1.15
Non-financial assets
Income tax assets (net) 8 79.97 18.98
Property, plant and equipment 9 0.07 0.17
Other intangible assets 10 - -
Other non-financial assets 11 2.99 0.29
Assets directly associated with disposal group classified as held for sale 29 3.79 1,151.01
Total assets 11,686.21 9,164.10
LIABILITIES AND EQUITY
LIABILITIES
Financial liabilities
Payables
(I) Trade payables 12A
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises and small - -
enterprises
(II) Other payables 12B
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises and small 40.71 4.53
enterprises
Other financial liabilities 13 5.02 3.25
Non-financial Liabilities
Income tax liabilities (net) 14 0.55 -
Provisions 15 0.14 -
Deferred tax liabilities (net) 16 36.25 18.08
Other non-financial liabilities 17 6.34 1.36
Liabilities directly associated with disposal group classified as held for sale 29 - 210.24
EQUITY
Equity share capital 18 1,599.99 1,596.44
Other equity 19 9,997.21 7,330.20
Equity attributable to owners of IDFC Limited 11,597.20 8,926.64
Total liabilities and equity 11,686.21 9,164.10
See accompanying notes to the consolidated financial statements.
This is the consolidated balance sheet referred to in our report of even date.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

142 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
Notes Year ended Year ended
March 31, 2023 March 31, 2022
REVENUE FROM OPERATIONS
Interest income 20 23.69 0.37
Net gain / (loss) on fair value changes 21 130.14 87.40
Total revenue from operations 153.83 87.77
Other income 22 0.41 3.11
Total income 154.24 90.88
EXPENSES
Impairment on financial instruments 23 0.73 0.75
Employee benefits expenses 24 7.57 11.06
Depreciation, amortisation and impairment 25 0.08 0.11
Other expenses 26 55.30 14.27
Total expenses 63.68 24.69
Profit/(Loss) before share of net profits of investments accounted for using equity 90.56 66.19
method and tax
Share of net profit/(loss) of associates accounted for using equity method 974.18 7.30
Profit/(Loss) before tax from continuing operations 1,064.74 73.49
INCOME TAX EXPENSE: 27
- Current tax 372.95 45.72
- Deferred tax charge / (credit) 18.17 17.50
- Tax adjustment for prior years 0.29 (2.72)
Total tax expense 391.41 60.50
Profit/(Loss) from continuing operations 673.33 12.99
DISCONTINUED OPERATIONS
Profit/(loss) from discontinued operations 3,600.27 113.26
Income tax expense of discontinued operations 29.67 61.94
Net profit/(loss) from discontinued operation 3,570.60 51.32
Profit/(loss) for the year 4,243.93 64.31
OTHER COMPREHENSIVE INCOME (‘OCI’)
Items that will not be reclassified to profit or loss
- Remeasurements of post-employment benefit obligations (0.13) (0.12)
- OCI arising from discontinued operation 1.53 0.89
- Share of OCI of associates and joint ventures accounted for using 96.91 18.50
equity method
- Income tax relating to these items 0.03 0.03
Items that will be reclassified to profit or loss
- Share of OCI of associates and joint ventures accounted for using (59.13) 108.53
equity method
- OCI arising from discontinued operation - -
- Income tax relating to these items - -
Other comprehensive income (net of tax) 39.21 127.83
Total comprehensive income 4,283.14 192.14

C O N S O L I D AT E D F I N A N C I A L S | 143
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
Notes Year ended Year ended
March 31, 2023 March 31, 2022
Net Profit/(Loss) is attributable to:
- Owners 4,243.89 64.03
- Non-controlling interests 0.04 0.28
Other comprehensive income is attributable to:
- Owners 39.21 127.83
- Non-controlling interests - -
Total comprehensive income is attributable to:
- Owners 4,283.10 191.86
- Non-controlling interests 0.04 0.28
Total comprehensive income attributable to owners:
- Continuing operations 711.01 139.93
- Discontinued operations 3,572.13 52.21
Earnings per equity share (for continuing operations): 31
- Basic (`) 4.21 0.08
- Diluted (`) 4.21 0.08
Earnings per equity share (for discontinued operations):
- Basic (`) 22.35 0.32
- Diluted (`) 22.35 0.32
Earnings per equity share (for continuing and discontinued operations):
- Basic (`) 26.56 0.40
- Diluted (`) 26.56 0.40
See accompanying notes to the consolidated financial statements.

This is the consolidated statement of profit and loss referred to in our report of even date.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

144 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2023

A. Equity share capital (` in crore)

Number Amount
As at March 31, 2021 1,596,358,316 1,596.36
Issued during the year 77,626 0.08
As at March 31, 2022 1,596,435,942 1,596.44
Issued during the year 3,548,494 3.55
As at March 31, 2023 1,599,984,436 1,599.99
B. Other equity (` in crore)
Reserves and surplus Other comprehensive
income
Securities Special Special General Surplus Share Foreign Equity
premium reserve reserve reserve in the options currency instru- Total
u/s. 36(1) u/s. 45-IC statement outstanding translation ments other equity
(viii) of the of the RBI of profit account reserve through
Income-tax Act, 1934 and loss OCI
Act, 1961
As at March 31, 2021 2,505.88 2,642.23 1,169.15 656.79 (375.28) 15.75 0.03 3.97 6,618.52
Profit for the year from continuing and discontinuing operations - - - - 64.03 - - - 64.03
Other comprehensive income / (loss) - - - - 127.83 - - - 127.83
Total comprehensive income for the year - - - - 191.86 - - - 191.86
Transactions with owners in their capacity as owners:
- Share based payments:
i) Employee stock option expense for the year - - - - - 2.01 - - 2.01
ii) Options exercised during the year 0.31 - - - - - - - 0.31
iii) Options lapsed during the year - - - - - - - - -
iv) Options cancelled during the year - - - 10.45 - (11.04) - - (0.59)
- Others - - - - (36.39) - - - (36.39)
- Share of reserves of associates accounted using equity - - - - 554.46 - - - 554.46
method of accounting net of deferred tax
- Transfers to/ from:
i) Special reserve u/s. 45-IC of the RBI Act, 1934 - - 70.83 - (70.83) - - - -
iii) Foreign currency translation reserve [refer note 19C (g)] - - - - 3.97 - 0.02 (3.97) 0.02
As at March 31, 2022 2,506.19 2,642.23 1,239.98 667.24 267.79 6.72 0.05 - 7,330.20

(` in crore)
As at March 31, 2022 2,506.19 2,642.23 1,239.98 667.24 267.79 6.72 0.05 - 7,330.20
Profit for the year from continuing and discontinuing operations - - - - 4,243.89 - - - 4,243.89
Other comprehensive income / (loss) - - - - 39.21 - - - 39.21
Total comprehensive income for the year - - - - 4,283.10 - - - 4,283.10
Transactions with owners in their capacity as owners: -
- Share based payments: -
i) Employee stock option expense for the year - - - - - - - - -
ii) Options exercised during the year 15.88 - - - - - - - 15.88
iii) Options lapsed during the year - - - - - - - - -
iv) Options cancelled during the year - - - 5.73 (6.72) - - (0.99)
Dividend paid - - - - (1,919.63) - - - (1,919.63)
- Others - - - - 25.38 - (0.05) - 25.33
- Share of reserves of associates accounted using equity - - - - 263.32 - - - 263.32
method of accounting net of deferred tax
- Transfers to/ from:
i) Special reserve u/s. 45-IC of the RBI Act, 1934 - - 1,222.64 - (1,222.64) - - - -
As at March 31, 2023 2,522.07 2,642.23 2,462.62 672.97 1,697.32 - - - 9,997.21

See accompanying notes to the consolidated financial statements.

This is the consolidated statement of changes in equity referred to in our report of even date.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

C O N S O L I D AT E D F I N A N C I A L S | 145
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
Notes Year ended Year ended
March 31, 2023 March 31, 2022
CASH FLOW FROM OPERATING ACTIVITIES :
Profit/(Loss) before tax from:
- Continuing operations 1,064.74 73.49
- Discontinued operations 3,600.27 113.26
- Other Comprehensive Income 39.21 127.83
Profit / (loss) before tax including discontinued operations 4,704.22 314.58
Adjustments :
Depreciation, amortisation and impairment 25 0.08 0.11
Net loss on sale of property, plant and equipments 26 0.01 -
Impairment of financial instruments 23 0.73 (0.75)
Employee share based payment expense 24 (2.10) 1.54
Net gain / loss on sale of investments including fair valuation 21 (130.14) (87.40)
Interest income 20 (23.69) (0.37)
Operating profit / (loss) before working capital changes 4,549.11 227.71
Adjustments for (increase)/ decrease in operating assets:
Trade receivables 5 2.01 10.75
Other financial assets 7 0.09 12.21
Other non financial assets 11 (2.70) 23.37
Adjustments for increase/ (decrease) in operating liabilities
Trade payables 12 36.18 (11.25)
Other financial liabilities 13 1.77 (32.76)
Other non financial liabilities 15 & 17 5.12 (77.04)
Cash (used in) / generated from operations 42.47 (74.72)
Less : Income taxes paid (net of refunds) (463.37) (109.65)
Net cash inflow / (outflow) from operating activities 4,128.21 43.34
CASH FLOW FROM INVESTING ACTIVITIES :
Proceeds from sale of disposal group classified as held for sale 29 936.99 (161.61)
Decrease / (Increase) in investments 6 (3,098.24) 288.68
Decrease / (Increase) in property, plant and equipments 9 0.01 20.33
Right of use Assets - 34.27
Interest received 22.71 0.21
Bank fixed deposits places / matured 4 (217.97) 21.83
Net cash inflow / (outflow) from investing activities 2,356.50 203.71
CASH FLOW FROM FINANCING ACTIVITIES :
Issue of fresh equity shares 18 & 19 19.43 0.39
Decrease in minority interest 0.04 (3.08)
Dividend paid to shareholders 19 (1,919.63) -
Net cash inflow / (outflow) from financing activities (1,900.24) (2.69)
NET INCREASE / (DECREASE) IN CASH AND BANK BALANCES (128.53) 244.36
Add : Cash and cash equivalents at beginning of the year 3 286.47 42.11
Cash and cash equivalents at end of the year 3 157.94 286.47
The above consolidated statement of cash flow has been prepared under the indirect method set out in IND AS 7- Statement of Cash Flow.
The accompanying notes are integral part of these financial statements.
This is the statement of cash flow referred to in our report of even date.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

146 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

BACKGROUND
IDFC Limited (‘the Company’) having CIN “L65191TN1997PLC037415” is a public limited company incorporated in India under the
provisions of Companies Act, applicable in India and is a Non-Banking Finance Company (NBFC) regulated by the Reserve Bank of India
(‘RBI’ The registered office of the Company is located 4th Floor, Capitale Tower, 555 Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet
Chennai – 600 018 , Tamil Nadu and corporate office located at 906/907, 9th Floor, Embassy Centre, Jamnalal Bajaj Road, Nariman Point,
Mumbai – 400 021.

The Company had received in principle approval from the RBI to set up a new private sector bank in April 2014. Since October 1, 2015 the
Company is operating as NBFC – Investment (NBFC – I).

These financial statements are for the group consisting the Company, its subsidiaries and associates. The Group has interests in Banking
and Asset Management business. In accordance with RBI guideline on licensing of new bank in private sector, the Group has implemented
Holding Company structure through its 100% subsidiary, IDFC Financial Holding Company Limited (‘IDFC FHCL’). Under the guidelines,
all regulated financial services entities should be held through a Non-Operating Financial Holding Company. Non-financial services
entities i.e. IDFC Projects Limited, IDFC Alternatives Limited, IDFC Trustee Company Limited and IDFC Foundation are direct subsidiaries
of the Company.

All investment in regulated financial subsidiaries i.e. IDFC Asset Management Company Limited and IDFC AMC Trustee Company Limited
are held through its wholly owned subsidiary, IDFC FHCL. Investments in associates comprise of IDFC First Bank Limited which is also
held through IDFC FHCL.

The shares of the Company and its associate IDFC First Bank Limited are listed on National Stock Exchange of India (NSE) Limited and
Bombay Stock Exchange (BSE) Limited.

These consolidated financial statements were authorised for issue by the Board of Directors on May 04, 2023.

The Group along with its three wholly owned subsidiaries viz. IDFC Projects Limited, IDFC Trustee Company Limited and IDFC Alternatives
Limited had filed scheme of amalgamation with Official Liquidator (‘OL’) – Chennai on December 06, 2021 and to Regional Director (‘RD’)
/Registrar of Companies (‘ROC’) – Chennai through GNL-1 form on December 06, 2021 seeking their objections / suggestions to the said
scheme under Section 233 (1) (a) of the Companies Act, 2013 and rules made thereunder. Physical copies of the same have also been
filed with the ROC on December 08, 2021. Appointed date for the merger in the scheme is April 1, 2021

The ROC, Chennai vide its letter dated February 01, 2022 intimated it’s no observations/suggestions to the aforesaid scheme of
amalgamation. Also, the OL of Madras High Court vide its letter dated March 24, 2022, communicated it’s no observations to the
aforesaid scheme of amalgamation.

The Company filed petition with National Company Law Tribunal (NCLT) – Chennai on April 13, 2022. NCLT heard the petition on October
20, 2022 and passed the order on November 22, 2022 in favor of the Company. The order is effective from December 09, 2022.

Post approval from NCLT, IDFC Alternatives Limited, IDFC Trustee Company Limited and IDFC Projects Limited are merged with the
Holding Company and are no more subsidiaries of the Group.

1. SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated.
a) Basis of preparation

(i) Compliance with Ind AS

The consolidated financial statements comply in all material aspects with Indian Accounting Standards (Ind AS)
prescribed under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules,
2015] and other relevant provisions of the Act.
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following assets and liabilities
which have been measured at fair value or revalued amounts:
• certain financial assets and liabilities (including derivative instruments) are measured at fair value;
• assets held for sale – measured at fair value less cost to sell;
• defined benefit plans – plan assets measured at fair value; and
• share-based payments.
(iii) Order of liquidity

The Group is covered in the definition of Non-Banking Financial Company as defined in Companies (Indian Accounting
Standards) (Amendment) Rules, 2016. Pursuant to Ind AS 1 and amendment to Division III of Schedule III to the Companies
Act, 2013 on October 11, 2018, the Group presents its balance sheet in the order of liquidity. This is since the Group does
not supply goods or services within a clearly identifiable operating cycle, therefore making such presentation more

C O N S O L I D AT E D F I N A N C I A L S | 147
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

relevant. A maturity analysis of recovery or settlement of assets and liabilities within 12 months after the reporting date
and more than 12 months after the reporting date is presented in Note 37.
b) Principles of consolidation and equity accounting

(i) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power to
direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred
to the Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for business combinations.
The Group combines the financial statements of the Company and its subsidiaries line by line adding together like items of
assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised gains on transactions
within Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of
profit and loss, consolidated statement of changes in equity and balance sheet respectively.
Refer Note 2 for significant judgements and assumptions made in determining that the Group does not have control over
certain entities it even though it holds more than half of their voting rights.
(ii) Associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally
the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for
using the equity method of accounting, after initially being recognised at cost.
Refer Note 2 for significant judgements and assumptions made in determining that the Group has significant influence
over certain entities it even though it holds less than 20% of their voting.
(iii) Joint ventures
Under Ind AS 111 Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint
ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal
structure of the joint arrangement.
Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the
consolidated balance sheet.
(iv) Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to
recognise the Group’s share of the post-acquisition profits or losses of the investee in profit and loss, and the Group’s
share of other comprehensive income of the investee in other comprehensive income. Dividends received or receivable
from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including
any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations
or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent
of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where
necessary to ensure consistency with the policies adopted by the Group.
The carrying amount of equity accounted investments are tested for impairment in accordance with the policy described
in note e (ii) below.
(v) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with
equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of
the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between
the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within
equity.
When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control
or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying

148 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently
accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously
recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly
disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained,
only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit
or loss where appropriate.
c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker.
The board of directors of IDFC Limited assesses the financial performance and position of the Group and makes strategic
decisions. The board of directors, which has been identified as being the chief operating decision maker, consists of the
directors of the Group (both executive and independent). Refer note 30 for segment information presented.
d) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are
presented in Indian Rupee (INR), which is IDFC Limited’s functional and presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency at the spot rate of ex-change ruling at
the date of the transaction. However, for practical reasons, the Group uses an average rate if the average approximates
the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at the
spot rate of exchange at the reporting date. All differences arising on non–trading activities are taken to other income/
expense in the statement of profit and loss.
Non–monetary items that are measured at historical cost in a foreign currency are translated using the spot exchange
rates as at the date of recognition.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as
follows:
• assets and liabilities are translated at the closing rate at the date of that balance sheet
• income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated
at the dates of the transactions), and
• All resulting exchange differences are recognised in other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities
of the foreign operation and translated at the closing rate.
e) Financial instruments

Initial Recognition and Measurement

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the
instruments. Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group
commits to purchase or sell the asset.
At initial recognition, the Group measures a financial asset or financial liability at its fair value plus or minus, in the case of a
financial asset or financial liability not at fair value through profit or loss, transaction costs that are incremental and directly
attributable to the acquisition or issue of the financial asset or financial liability, such as fees and commissions. Transaction
costs of financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or loss.

C O N S O L I D AT E D F I N A N C I A L S | 149
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Financial assets
(i) Classification and subsequent measurement of financial assets:
The Group classifies its financial assets in the following measurement categories:
• Fair value through profit and loss (FVTPL)
• Fair value through other comprehensive income (FVTOCI)
• Amortised cost
The classification requirements for debt and equity instruments are described below:

Debt Instruments

Debt instruments are those instruments that meet the definition of a financial liability from the issuer’s perspective such
as loans, mutual fund units, venture capital fund and corporate bonds.
For investments in debt instruments, measurement will depend on the classification of debt instruments depending on:
(i) the Group’s business model for managing the asset; and
(ii) the cash flow characteristics of the asset.
Business model assessment
The business model reflects how the Group manages the assets to generate cash flows. The business model determines
whether the Group’s objective is solely to collect the contractual cash flows from the assets or is to collect both the
contractual cash flows and cash flows arising from the sale of assets. If neither of these is applicable or when performance
of portfolio of financial assets managed is evaluated on a fair value basis, then the financial assets are classified as part of
‘other’ business model and measured at FVTPL. A portfolio of financial assets that is managed and whose performance
is evaluated on a fair value basis is neither held to collect contractual cash flows nor held both to collect contractual cash
flows and to sell financial assets.
The Group determines its business model at the level that best reflects how it manages groups of financial assets to
achieve its business objective. The Group’s business model is not assessed on an instrument-by-instrument basis, but at
a higher level of aggregated portfolios and is based on observable factors such as:
• experience on how the cash flows for these assets were collected,
• how the asset’s performance and the business model is evaluated and reported to key management personnel,
• the risks that affect the performance of the business model and how these risks are assessed and managed,
• how managers are compensated.
The business model assessment is based on reasonably expected scenarios without taking ‘worst case’ or ‘stress case’
scenarios into account. If cash flows after initial recognition are realised in a way that is different from the Group’s original
expectations, the Group does not change the classification of the remaining financial assets held in that business model
but incorporates such information when assessing newly originated or newly purchased financial assets going forward.
Solely Payment of Principle and Interest (“SPPI”) Assessment
Where the business model is to hold assets to collect contractual cash flows or to collect contractual cash flows and sell,
the Group assesses whether the financial instruments cash flows represent solely payments of principal and interest (the
‘SPPI test’). In making this assessment, the Group considers whether the contractual cash flows are consistent with a
basic lending arrangement i.e. interest includes only consideration for the time value of money, credit risk associated with
the principal amount outstanding, other basic lending risks (for e.g. liquidity risk) and a profit margin that is consistent
with a basic lending arrangement. When assessing a financial asset with a modified time value of money element, the
Group consider both qualitative and quantitative characteristics to determine whether the modified time value of money
element provides consideration for just the passage of time.
Where the contractual terms introduce exposure to risk or volatility that are inconsistent with a basic lending arrangement,
the related financial asset is classified and measured at fair value through profit or loss.
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
Such changes are expected to be very infrequent and none occurred during the period.
Based on these factors, the Group classifies its debt instruments into one of the following three measurement categories:
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost e.g. debentures, bonds etc. A gain or loss on a debt
investment that is subsequently measured at amortised cost is recognised in profit or loss when the asset is derecognised

150 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

or impaired. Interest income from these financial assets is included in investment income using the effective interest rate
method.
Fair value through other comprehensive income: Debt instruments that meet the following conditions are subsequently
measured at fair value through other comprehensive income (except for debt instruments that are designated as at fair
value through profit or loss on initial recognition):
• the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and
selling financial assets; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses,
interest revenue and foreign exchange gains and losses on the instrument’s amortised cost that are recognised in profit
or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified
from equity to profit or loss and recognised in ‘Net Investment income’. Interest income from these financial assets is
included in ‘Interest income’ using the effective interest rate method, considering any discount/ premium and qualifying
transaction costs being an integral part of instrument.
Fair value through profit or loss: Assets that do not meet the criteria for amortised cost or fair value through OCI, are
measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair
value through profit or loss is recognised in profit or loss and presented in the statement of profit and loss within other
gains/(losses) in the period in which it arises.
Equity Instruments
Equity instruments are instruments that meet the definition of equity from the issuer’s perspective; that is, instruments
that do not contain a contractual obligation to pay and that evidence a residual interest in the issuer’s net assets.
The Group measures all equity investments at fair value through profit or loss, except where the Group’s management has
elected, at initial recognition, to irrevocably designate an equity investment at fair value through other comprehensive
income. When this election is used, fair value gains and losses are recognised in OCI and are not subsequently reclassified
to profit or loss, including on disposal. Impairment losses (and reversal of impairment losses) are not reported separately
from other changes in fair value. Dividends, when representing a return on such investments, continue to be recognised
in profit or loss as other income when the Group’s right to receive payments is established.
The Group has designated at FVOCI investments in a small portfolio of equity securities. The Group chose this presentation
alternative because the investments were made for strategic purposes rather than with a view to profit on a subsequent
sale, and there are no plans to dispose of these investments in the short or medium term.
Gains and losses on equity investments at FVTPL are included in the statement of profit or loss.
(ii) Impairment
The Group assesses on a forward-looking basis the expected credit loss (‘ECL’) associated with its financial instrument.
The Group recognises a loss allowance for such losses at each repotting date. The measurement of ECL reflects:
• an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
• the time value of money, and
• reasonable and supportable information that is available without undue cost or effort at the reporting date about
past events, current conditions and forecasts of future economic conditions.
Note 39 provides more detail of how the expected credit loss allowance is measured.
Trade receivables and contract assets
For trade receivables, the Group applies the simplified approach required by Ind AS 109 Financial Instruments, which
requires expected lifetime losses to be recognised from initial recognition of the receivables. The Company uses a
provision matrix to determine impairment loss allowance on its trade receivables. The provision matrix is based on its
historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking
estimates. At every reporting date, the historical observed default rates are updated for changes in the forward-looking
estimates.
Trade receivable are initially recognised at transaction price.
Interest Income
The Group calculates interest income by applying the EIR to the gross carrying amount of financial assets other than
credit-impaired assets.

C O N S O L I D AT E D F I N A N C I A L S | 151
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the
financial asset to the gross carrying amount of a financial asset (i.e. its amortised cost before any impairment allowance).
The calculation does not consider expected credit losses and includes transaction costs, premiums or discounts paid or
received that are integral to the effective interest rate, such as origination fees, commitment fees, etc.
When the Group revises the estimates of future cash flows, the carrying amount of the respective financial asset is
adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes are recognised in
profit or loss.
When a financial asset becomes credit-impaired and is, therefore, regarded as ‘Stage 3’, the Group calculates interest
income by applying the effective interest rate to the net amortised cost of the financial asset. If the financial assets cures
and is no longer credit-impaired, the Group reverts to calculating interest income on a gross basis.
(iii) Modification of loans
The Group sometimes renegotiates or otherwise modifies the contractual cash flows of loans to customers. When this
happens, the Group assesses whether the new terms are substantially different to the original terms. The Group does this
by considering, among others, the following factors:
• if the borrower is in financial difficulty, whether the modification merely reduces the contractual cash flows to
amounts the borrower is expected to be able to pay.
• whether any substantial new terms are introduced, such as a profit share/equity-based return that substantially
affects the risk profile of the loan.
• significant extension of the loan term when the borrower is not in financial difficulty.
• significant change in the interest rate.
• change in the currency the loan is denominated in.
• insertion of collateral, other security or credit enhancements that significantly affect the credit risk associated with
the loan.
If the terms are substantially different, the Group derecognises the original financial asset, recognises a ‘new’ asset at fair
value, and recalculates a new effective interest rate for the asset. The date of renegotiation is consequently considered
to be the date of initial recognition for impairment calculation purposes, including for determining whether a significant
increase in credit risk has occurred. However, the Group also assesses whether the new financial asset recognised is
deemed to be credit-impaired at initial recognition, especially in circumstances where the renegotiation was driven by
the debtor being unable to make the originally agreed payments. Differences in the carrying amount are also recognised
in profit or loss as a gain or loss on derecognition.
If the terms are not substantially different, the renegotiation or modification does not result in derecognition, and the
Group recalculates the gross carrying amount based on the revised cash flows of the financial asset and recognises a
modification gain or loss in profit or loss. The new gross carrying amount is recalculated by discounting the modified
cash flows at the original effective interest rate.
(iv) De-recognition of financial assets
Financial assets, or a portion thereof, are derecognised when the contractual rights to receive the cash flows from the
assets have expired, or when they have been transferred and either
(i) the Group transfers substantially all the risks and rewards of ownership, or
(ii) the Group neither transfers nor retains substantially all the risks and rewards of ownership and the Group has not
retained control.
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the
sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other
comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise
been recognised in profit or loss on disposal of that financial asset.
Financial liabilities and equity instruments

(i) Classification as debt or equity:

Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance
with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its
liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

152 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(ii) Classification and subsequent measurement

Financial liabilities (including borrowings and debt securities) are subsequently measured at amortised cost using the
effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability to the gross carrying amount of a financial liability. The calculation does
not consider expected credit losses and includes transaction costs, premiums or discounts and fees and points paid or
received that are integral to the effective interest rate, such as origination fees.
(iii) De-recognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or
have expired. A substantial modification of the terms of an existing financial liability (whether attributable to the financial
difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of
a new financial liability. The difference between the carrying amount of the financial liability derecognised and the
consideration paid and payable is recognised in profit or loss. The terms are substantially different if the discounted
present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted
using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash
flows of the original financial liability. In addition, other qualitative factors, such as changes in the type of interest rate,
new conversion features attached to the instrument and change in covenants are also taken into consideration.
If the exchange or modification is not accounted for as an extinguishment, any costs or fees incurred are adjusted to the
carrying amount of the liability and are amortised over the remaining term of the modified liability.
f) Derivative financial instruments

The Group holds derivative financial instruments to meet the investment objective of the fund or the product. Derivatives are
initially recognised at fair value at the date the derivative contracts are entered and are subsequently remeasured to their fair
value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately.
g) Offsetting financial instruments
Financial assets and liabilities are offset, and the net amount is reported in the balance sheet where there is a legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the
liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the
normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.
h) Revenue recognition
Revenue is measured at fair value of the consideration received or receivable. Ind AS 115, Revenue from contracts with
customers outlines a single comprehensive model of accounting for revenue arising from contracts with customers. The
standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. A
five-step process must be applied before revenue can be recognised:
• identify contracts with customers
• identify the separate performance obligation
• determine the transaction price of the contract
• allocate the transaction price to each of the separate performance obligations, and
• recognise the revenue as each performance obligation is satisfied.
(i) Brokerage fees income

a) Brokerage fees – over time

Fees earned for the provision of services are recognised over time as the customer simultaneously receives and
consumes the benefits, as the services are rendered. These include brokerage fees which is fixed at inception
irrespective of number of transactions executed. The revenue for such contracts is recognised over the term of the
contract.
b) Brokerage fees – point in time

Revenue from contract with customer is recognised point in time when performance obligation is satisfied (when
the trade is executed). These include brokerage fees which is charged per transaction executed.
(ii) Interest Income

Interest income is recognised using effective interest rate method.

(iii) Dividend income

Dividend income (including from FVOCI investments) is recognised when the Group’s right to receive the payment is

C O N S O L I D AT E D F I N A N C I A L S | 153
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

established, it is probable that the economic benefits associated with the dividend will flow to the entity and the amount
of the dividend can be measured reliably. This is generally when the shareholders approve the dividend.
(iv) Fees, commission and other income
Fees and commission income and expense that are integral to the effective interest rate on a financial asset or financial
liability are included in the effective interest rate. Fees and commission that are not integral to effective interest rate are
recognised on accrual basis over the life of instrument.
Fees integral to the effective interest rate include origination fees, commissions received or paid by the Group relating
to the creation or acquisition of a financial asset or issuance of a financial liability. Loan origination fees is deferred as a
part of interest income under the effective interest rate method.
All other fees, commissions and other income and expense items are generally recognised on an accrual basis by
reference to completion of the specific transaction assessed based on the actual service provided as a proportion of
the total services to be provided, except guarantee commission which is recognised pro-rata over the period of the
guarantee.
Asset management and other service fees principally includes asset-based asset management fees, which are recognized
in the period in which the services are performed. In certain asset management fee arrangements, the Group is entitled
to receive performance-based incentive fees when the return on assets under management exceeds certain benchmark
returns or other performance targets. The Group may be required to return all, or part, of such performance-based
incentive fee depending on future performance of these assets relative to performance benchmarks. The Group records
performance-based incentive fee revenue when the contractual terms of the asset management fee arrangement have
been satisfied such that the performance fee is no longer subject to claw back or contingency. Under this principle
the Group records a deferred performance-based incentive fee liability to the extent it receives cash related to the
performance-based incentive fee prior to meeting the revenue recognition criteria delineated above.
i) Income Tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
(i) Current tax
The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the company and its subsidiaries and associates operate and generate taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be
paid to the tax authorities.
(ii) Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally
recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is
probable that taxable profits will be available against which those deductible temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that enough taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the
liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted
by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the way the
Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority.
Deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity.
j) Goods and service tax

Expenses and assets are recognised net of the goods and services tax paid, except:

(i) when the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case,

154 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable
(ii) when receivables and payables are stated with the amount of tax included
The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or
payables in the balance sheet.
k) Leases

The determination of whether an arrangement is a lease, or contains a lease, is based on the substance of the arrangement
and requires an assessment of whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets
or whether the arrangement conveys a right to use the asset.
For arrangements entered into prior to April 1, 2017, the Group has determined whether the arrangement contains lease on the
basis of facts and circumstances existing on the date of transition.
Group as a lessee
From April 1, 2019, leases are recognised as a right-of-use asset and corresponding liability at the date at which the leased
asset is available for use by the Group. Contracts may contain both lease and non-lease components. The Group allocates the
consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. However, for
leases of real estate for which the Group is a lessee, it has elected not to separate lease and non-lease components and instead
accounts for these as a single lease component.
Asset and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the fixed payments (including in-substance fixed payments), less any lease incentives receivable.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If the rate cannot be readily determined, which
is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar
economic environment with similar terms, security and conditions.
To determine the incremental borrowing rate, the Group uses a indicative AAA equivalent borrowing rate.
Lease payment are allocated between principal and finance cost. The finance cost is charged to profit and loss over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability
• any lease payments made at or before the commencement date less any lease incentives received
• any initial direct costs, and
• restoration costs
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line
basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying
asset’s useful life.
Payment associated with short-term leases of equipment and all leases of low-value assets are recognised on a straight-line
basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
Group as a lessor
Lease income from operating leases where the group is a lessor is recognised in income on a straight-line basis over the lease
term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and
recognised as expense over the lease term on the same basis as lease income. The respective leased assets are included in the
balance sheet based on their nature.
l) Non-current assets (or disposal groups) held for sale and discontinued operations
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally
through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at
the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising
from employee benefits, financial assets and contractual rights under insurance contracts, which are specifically exempt from
this requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less
costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group),
but not more than any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date
of the sale of the non-current asset (or disposal group) is recognised at the date of de-recognition.

C O N S O L I D AT E D F I N A N C I A L S | 155
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Non-current assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified
as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue
to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented
separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented
separately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose
of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of
discontinued operations are presented separately in the statement of profit and loss.
m) Cash and cash equivalents
For presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with
financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
n) Statement of Cash Flows
Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow
from operating activities is reported using indirect method adjusting the net profit for the effects of:
i. changes during the period in inventories and operating receivables and payables transactions of a non-cash nature;
ii. non-cash items such as depreciation, provisions, deferred taxes, unrealised foreign currency gains and losses, and
undistributed profits of associates and joint ventures; and
iii. all other items for which the cash effects are investing or financing cash flows.
Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not
available for general use as on the date of Balance Sheet.
o) Property, plant and equipment
All items of property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
(i) Depreciation methods estimated useful lives and residual value
Depreciation is calculated using the straight-line method to allocate their cost, net of their residual values, over their
estimated useful lives prescribed in Schedule II to the Companies Act, 2013 except in respect of following categories of
assets, in which case life of asset has been assessed based on the technical advice.
a) Mobile Phone – 2 years b) Motor Cars – 4 years
Depreciation on additions during the year is provided on a pro-rata basis. Assets costing less than ` 5,000 each are fully
depreciated in the year of capitalisation.
The useful lives have been determined based on technical evaluation done by the management’s expert which are higher
than those specified by Schedule II to the Companies Act; 2013, to reflect the actual usage of the assets. The residual
values are not more than 5% of the original cost of the asset.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount.
p) Intangible assets
(i) Goodwill
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised, but it is tested for
impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired and is
carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for impairment testing. The allocation is made to those cash-generating
units or groups of cash-generating units that are expected to benefit from the business combination in which the
goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes, which in our case are the operating segments.

156 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(ii) Computer Software

Intangible assets comprising of computer software are stated at cost of acquisition, including any cost attributable
for bringing the asset to its working condition, less accumulated amortisation. Any technology support cost or annual
maintenance cost for such software is recognised as an expense when incurred. The Group amortises intangible assets
using straight-line method over a period of three years.
q) Impairment of non-financial asset
i). As per IND AS 36 investments are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. In assessing whether there is any impairment management considers
indications through external and internal sources of information. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount.
ii) Goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they
might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less
costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets
or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at the end of each reporting period.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for
publicly traded companies or other available fair value indicators.
r) Retirement and other employee benefits
(i) Defined contribution plan
The contribution to provident fund, superannuation fund and pension fund are considered as defined contribution plans
and are charged to the Statement of Profit and Loss as they fall due, based on the amount of contribution required to
be made as and when services are rendered. The group has no further payment obligations once the contributions have
been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as
employee benefit expense when they are due.
(ii) Defined benefit plan
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of
the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit
obligation is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by
reference to market yields at the end of the reporting period on government bonds that have terms approximating to
the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and
the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service cost.
(iii) Compensated absences
Based on the leave rules of the Group companies, employees are not permitted to accumulate leave. Any unveiled
privilege leave to the extent encashable is paid to the employees and charged to the Statement of Profit and Loss for the
year. Short term compensated absences are provided based on estimates of availment / encashment of leaves.
s) Provisions, contingent liabilities and Commitments
Provisions are recognised when the Group has a present obligation (legal or constructive) because of past events, and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation. When the effect of the time value of money is material, the Group
determines the level of provision by discounting the expected cash flows at a pre-tax rate reflecting the current rates specific
to the liability. The expense relating to any provision is presented in the statement of profit and loss net of any reimbursement.
Contingent liability is disclosed in case of:

C O N S O L I D AT E D F I N A N C I A L S | 157
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

i. a present obligation arising from past events, when it is not probable that an outflow of resources will be required to
settle the obligation; and
ii. a present obligation arising from past events when no reliable estimate is possible.
Commitments are future liabilities for contractual expenditure, classified and disclosed as follows:
i. estimated amount of contracts remaining to be executed on capital account and not provided for;
ii. uncalled liability on shares and other investments partly paid;
iii. other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of
management.
t) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalised during the period that is required to complete and prepare the asset for its intended use or sale. Qualifying
assets are assets that necessarily take a substantial period to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets
is deducted from the borrowing costs eligible for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
u) Share-based payments
The Holding Company and two of its subsidiaries has formulated Employee Stock Option Schemes (‘the ESOS’) in accordance
with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 / 2014 (‘the
Guidelines’). The ESOS provides for grant of stock options to employees (including employees of subsidiary companies)
to acquire equity shares of the Holding Company / Subsidiary Company that vest in a graded manner and that are to be
exercised within a specified period.
Fair value is determined by using option valuation models, which consider the exercise price of the option, the current share
price, the risk-free interest rate, the expected volatility of the share price over the life of the option and other relevant factors.
When the options are exercised, the exercise price proceeds together with the amount initially recorded in equity are credited
to common shares.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over
the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in
equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest.
The impact of the revision of the original estimates, if any, is recognized in Statement of Profit and Loss such that the cumulative
expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
For cash-settled share-based payments, the fair value of the amount payable to employees is recognised as ‘employee benefit
expenses’ with a corresponding increase in liabilities, over the period of non-market vesting conditions getting fulfilled. The
liability is remeasured at each reporting period up to, and including the settlement date, with changes in fair value recognised
in employee benefits expenses. Refer Note 40 for details.
v) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the group
• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements
in equity shares issued during the year and excluding treasury shares.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to consider:
• the after-income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.
w) Contributed Equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceed.
x) Dividends
Provision is made for any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on
or before the end of the reporting period but not distributed at the end of the reporting period.

158 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

y) Rounding off
All amounts disclosed in the financial statements and notes have been rounded off to the nearest “crores” as per the
requirement of Schedule III, unless otherwise stated.
z) New and amended standards adopted
The Company has applied the following amendments to Ind AS for the first time for their annual reporting period commencing
April 01, 2022:
- Indian Accounting Standard (Ind AS) 101
- Indian Accounting Standard (Ind AS) 103
- Indian Accounting Standard (Ind AS) 109
- Indian Accounting Standard (Ind AS) 16
- Indian Accounting Standard (Ind AS) 37
- Indian Accounting Standard (Ind AS) 41
Standards issued but not yet effective upto the date of issuance of the financial statements:
Ministry of Corporate affairs have made changes on March 31, 2023, in the following Indian Accounting Standards (Ind AS)
amended namely:
Indian Accounting Standard (Ind AS) 101
- Indian Accounting Standard (Ind AS) 102
- Indian Accounting Standard (Ind AS) 103
- Indian Accounting Standard (Ind AS) 107
- Indian Accounting Standard (Ind AS) 109
- Indian Accounting Standard (Ind AS) 115
- Indian Accounting Standard (Ind AS) 1
- Indian Accounting Standard (Ind AS) 8
- Indian Accounting Standard (Ind AS) 12
- Indian Accounting Standard (Ind AS) 34
These amendments shall be applicable from annual reporting periods beginning on or after April 01, 2023.
2. SIGNIFICANT ACCOUNTING JUDGMENTS ESTIMATES AND ASSUMPTIONS
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the reported amount of revenues, expenses, assets and liabilities, and the accompanying disclosures, as
well as the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
a) Fair value of financial instruments
The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions
(i.e., an exit price) regardless of whether that price is directly observable or estimated using another valuation technique.
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active
markets, they are determined using a variety of valuation techniques that include the use of valuation models. The inputs
to these models are taken from observable markets where possible, but where this is not feasible, estimation is required in
establishing fair values. Judgements and estimates include considerations of liquidity and model inputs related to items such
as credit risk (both own and counterparty), funding value adjustments, correlation and volatility. For further details about
determination of fair value please see Note 39.
b) Consolidation decision
For details regarding consolidation of;
i) Entity where shareholding is more than 50%, as an associate, and
ii) Section 8 company, as a subsidiary, Refer note 42.

C O N S O L I D AT E D F I N A N C I A L S | 159
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

3. CASH AND CASH EQUIVALENTS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Cash on hand ß ß
Balances with banks:
- In current accounts 3.39 61.48
- In saving accounts - 1.29
- In deposit accounts 154.55 223.70
Total 157.94 286.47
i) The Group has not taken bank overdraft, therefore the cash and cash equivalents for the cash flow statement is same as cash
and cash equivalents given above.

4. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Balances with banks:
- In earmarked accounts
Unclaimed dividend 1.02 1.45
- In deposit accounts 218.50 0.10
Total 219.52 1.55

5. OTHER RECEIVABLES (` in crore)

As at As at
March 31, 2023 March 31, 2022
Receivables considered good - Unsecured - 2.01
Receivables - Credit impaired - -
(less): Allowance for impairment loss - -
Total - 2.01
i) No trade receivables and other receivables are due from director or other officer of the Group either severally or jointly with
any other person.
ii) No trade receivables and other receivables are due from firms or private companies (including LLPs) in which any director of
the Group is a partner, a director or a member.

6. INVESTMENTS (` in crore)
At fair value through
Other Profit or loss Subtotal Others* Total
comprehensive
income
As at March 31, 2023
Venture Capital Fund (VCFs)@ - 347.82 347.82 - 347.82
Associates - - - 10,872.80 10,872.80
Total (A) - Gross - 347.82 347.82 10,872.80 11,220.62
(Less): Impairment loss allowance - - - - -
Total (A) - Net - 347.82 347.82 10,872.80 11,220.62
Investments outside India - - - - -
Investments in India - 347.82 347.82 10,872.80 11,220.62
Total (B) - Gross - 347.82 347.82 10,872.80 11,220.62
(Less): Impairment loss allowance - - - - -
Total (B) - Net - 347.82 347.82 10,872.80 11,220.62

160 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

6. INVESTMENTS (CONTD.) (` in crore)

At fair value through
Other Profit or loss Subtotal
Others* Total
comprehensive
income
As at March 31, 2022
Venture Capital Fund (VCFs)@ - 301.26 301.26 - 301.26
Associates - - - 7,401.21 7,401.21
Joint Ventures - - - 105.60 105.60
Total (A) - Gross - 301.26 301.26 7,506.81 7,808.07
(Less): Impairment loss allowance (see note i) - - - (105.60) (105.60)
Total (A) - Net - 301.26 301.26 7,401.21 7,702.47
Investments outside India - - - - -
Investments in India - 301.26 301.26 7,506.81 7,808.07
Total (B) - Gross - 301.26 301.26 7,506.81 7,808.07
(Less): Impairment loss allowance - - - (105.60) (105.60)
Total (B) - Net - 301.26 301.26 7,401.21 7,702.47
* Investment in associates and joint ventures measured using equity method of accounting as per Ind AS 28 are classified as
others.
@ The above investments in venture capital units are subject to restrictive covenants.
i) IDFC Foundation a wholly owned subsidiary, holds investments in two joint venture entities namely Delhi Integrated Multi
Modal Transit Systems Limited and Infrastructure Development Corporation (Karnataka) Limited (“JV entities”). Board of
Directors of the Holding Company had approved the divestment of these JV entities and have taken necessary steps for the
same accordingly, these entities are being classified as assets held for sale. As per IndAS 105 Non-Current Assets Held for
Sale needs to be valued at lower of the carrying cost and net realisable value. IDFC Foundation, being a Section 8 company,
it prohibits payment of dividend and repatriation of capital back to shareholder, accordingly, the net realisable value of said
asset held for sale for the Holding Company is considered as Nil and the figure for the year ended March 31, 2022 are net of
write down of Rs. 105.60 crore which was the carrying value of these JV entities.
ii) More information regarding the valuation methodologies are disclosed in Note 38.
7. OTHER FINANCIAL ASSETS (` in crore)
As at As at
March 31, 2023 March 31, 2022
Interest accrued on deposits / other advances 1.39 0.41
Security deposits 0.25 0.29
Other receivables - 0.05
Other deposits 0.63 0.63
Total (A) - Gross 2.27 1.38
(Less): Impairment loss allowance (0.96) (0.23)
Total (B) - Net 1.31 1.15

8. INCOME TAX ASSETS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Advance payment of Income tax (net of provision) 79.97 18.98
Total 79.97 18.98

C O N S O L I D AT E D F I N A N C I A L S | 161
 9. PROPERTY, PLANT AND EQUIPMENT (` in crore)
Leasehold Furniture and Vehicles Office Computers Total
improvements fixtures Equipments
Year ended March 31, 2022
Opening gross carrying amount 9.08 1.98 3.18 3.44 13.42 31.10
Additions 0.32 0.05 - β 0.07 0.44
Assets included in disposal group classified as (5.99) (1.94) (2.66) (3.17) (13.33) (27.09)
held for sale
Disposals (3.41) (0.09) β (0.12) (0.04) (3.66)
Closing gross carrying amount - - 0.52 0.15 0.12 0.79

Accumulated depreciation
Opening accumulated depreciation 3.04 0.80 1.87 2.36 6.98 15.05

162 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
Depreciation charge during the year 1.76 0.03 0.08 0.10 0.06 2.03
Assets included in disposal group classified as (3.04) (0.83) (1.55) (2.32) (6.96) (14.70)
held for sale
Disposals (1.76) - - - - (1.76)
Closing accumulated depreciation - - 0.40 0.14 0.08 0.62
Net carrying amount as at March 31, 2022 - - 0.12 0.01 0.04 0.17

Year ended March 31, 2023

Gross carrying amount
Opening gross carrying amount - - 0.52 0.15 0.12 0.79
Additions - - - β 0.04 0.04
Disposals - - (0.52) β - (0.52)
Closing gross carrying amount - - - 0.15 0.16 0.31

Accumulated depreciation
NOTES TO CONSOLIDATED FINANCIAL STATEMENT

Opening accumulated depreciation - - 0.40 0.14 0.08 0.62

Depreciation charge during the year - - 0.06 β 0.02 0.08
Disposals - - (0.46) - - (0.46)
Closing accumulated depreciation - - - 0.14 0.10 0.24
Net carrying amount as at March 31, 2023 - - - 0.01 0.06 0.07
FOR THE YEAR ENDED MARCH 31, 2023
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

10. INTANGIBLE ASSETS (` in crore)

Computer Total
software
Year ended March 31, 2022
Opening gross carrying amount 13.44 13.44
Additions - -
Assets included in a disposal group classified as held for sale (13.44) (13.44)
Disposals and transfers - -
Closing gross carrying amount - -

Accumulated amortisation
Opening accumulated amortisation 8.88 8.88
Amortisation during the year - -
Assets included in a disposal group classified as held for sale (8.88) (8.88)
Disposals and transfers - -
Closing accumulated amortisation - -
Net carrying amount as at March 31, 2022 - -

11. OTHER NON-FINANCIAL ASSETS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Prepaid expenses 0.19 0.21
Balances with government authorities - cenvat credit available 1.96 1.96
Other advances 2.80 0.08
Less: Allowance for impairment loss (1.96) (1.96)
Total 2.99 0.29

12A. TRADE PAYABLES (` in crore)

As at As at
March 31, 2023 March 31, 2022
- Total outstanding dues of micro enterprises and small enterprises - -
- Total outstanding dues of creditors other than micro enterprises and - -
small enterprises
Total - -

12B. OTHER PAYABLES (` in crore)

As at As at
March 31, 2023 March 31, 2022
- Total outstanding dues of micro enterprises and small enterprises - -
- Total outstanding dues of creditors other than micro enterprises and 40.71 4.53
small enterprises
Total 40.71 4.53

C O N S O L I D AT E D F I N A N C I A L S | 163
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

The information as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) has been
determined to the extent such parties have been identified on the basis of information received from suppliers regarding their
status under the said act as available with the Group and is as follows:
(` in crore)
As at As at
March 31, 2023 March 31, 2022
Outstanding principal amount and interest due to suppliers registered under
MSMED Act and remaining unpaid at the year end:
- Principal amount - -
- Interest due thereon - -
Interest paid other than under section 16 of MSMED Act, to suppliers registered under - -
MSMED Act, beyond the appointed day during the period.
Interest paid under section 16 of MSMED Act, to suppliers registered under MSMED Act, - -
beyond the appointed day during the period.
Amount of interest due and payable (where the principal has already been paid but interest - -
has not been paid).
The amount of interest accrued and remaining unpaid at the end of each accounting year. - -
The amount of further interest remaining due and payable even in succeeding years, until - -
such date when the interest dues as above are actually paid to the small enterprise, for
the purpose of disallowance as a deductible expenditure under section 23 of MSMED Act.

13. OTHER FINANCIAL LIABILITIES (` in crore)

As at As at
March 31, 2023 March 31, 2022
Unclaimed dividend 1.02 1.45
Employee benefit payable 4.00 1.80
Total 5.02 3.25

14. INCOME TAX LIABILITIES (` in crore)

As at As at
March 31, 2023 March 31, 2022
Provision for income tax (net of advance tax) 0.55 -
Total 0.55 -

15. PROVISIONS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Provision for gratuity [Refer note 28(b)] 0.14 -
Asset Restoration Obligations * - -
Total 0.14 -
* Movement in Asset Restoration Obligations

(` in crore)
As at As at
March 31, 2023 March 31, 2022
At the beginning of year - 0.21
Provision created during the year - -
Provision included in a disposal group classified as held for sale - (0.21)
Reversed during the year - -
At the end of year - -

16. DEFERRED TAX LIABILITIES

The balance comprises temporary differences attributable to: (` in crore)
As at As at
March 31, 2023 March 31, 2022
Financial assets at fair value through profit or loss 36.25 18.08
Total deferred tax liabilities 36.25 18.08

164 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

17. OTHER NON-FINANCIAL LIABILITIES (` in crore)

As at As at
March 31, 2023 March 31, 2022
Statutory dues 3.54 1.36
Other Payables 2.80 -
Total 6.34 1.36

18. EQUITY SHARE CAPITAL (` in crore)

As at March 31, 2023 As at March 31, 2022
Number ` Number `

Authorised shares
Equity shares of ` 10 each 4,367,100,000 4,367.10 4,367,100,000 4,367.10
Preference shares of ` 100 each 100,000,000 1,000.00 100,000,000 1,000.00
Issued, subscribed & fully paid-up shares
Equity shares of ` 10 each 1,599,984,436 1,599.99 1,596,435,942 1,596.44
Total 1,599,984,436 1,599.99 1,596,435,942 1,596.44
*Upon the scheme of amalgamation coming into effect, authorised equity shares of the IDFC Alternatives Limited, IDFC Trustee
Company Limited and IDFC Projects Limited is now merged with the authorised share capital of IDFC Limited effective December
09, 2022.

a) Movements in equity share capital (` in crore)

As at March 31, 2023 As at March 31, 2022
Number ` Number `

Outstanding at the beginning of the year 1,596,435,942 1,596.44 1,596,358,316 1,596.36

Shares issued during the year 3,548,494 3.55 77,626 0.08
Outstanding at the end of the year 1,599,984,436 1,599.99 1,596,435,942 1,596.44

b) Terms and rights attached to equity shares

The Group has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one
vote per share.
In the event of liquidation, the holders of equity shares will be entitled to receive any of the remaining assets of the Group,
after distribution of all preferential amounts. However, no such preferential amounts exists currently. The distribution will be in
proportion to the number of equity shares held by the shareholders.

The dividend proposed by the board of directors is subject to the approval of shareholders at the ensuing annual general meeting,
except in case of interim dividend.
c) Shares reserved for issue under options

During the year ended March 31, 2023 the Company issued 35,48,494 equity shares (previous year 77,626 equity shares) of face
value of ` 10 each pursuant to exercise of stock option by employees under the employee stock option scheme. Information
relating to the IDFC Limited Employee Stock Option Scheme (ESOS), including details regarding options issued, exercised and
lapsed during the year and options outstanding at the end of the reporting period is set out in note 40.

d) Details of shareholders holding more than 5% of the shares in the Group

Equity shareholders As at March 31, 2023 As at March 31, 2022
Number % holding Number % holding
President of India 261,400,000 16.37% 261,400,000 16.37%

C O N S O L I D AT E D F I N A N C I A L S | 165
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

19A. OTHER EQUITY (` in crore)

As at As at
March 31, 2023 March 31, 2022
Surplus in the statement of profit and loss 1,697.32 267.79
Securities premium 2,522.07 2,506.19
General reserve 672.97 667.29
Special reserve u/s. 36(1)(viii) of the Income-tax Act, 1961 2,642.23 2,642.23
Statutory reserves 2,462.62 1,239.98
Share options outstanding account - 6.72
Foreign currency translation reserve - 0.05
Total 9,997.21 7,330.20

a) Surplus in the statement of profit and loss (` in crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 267.79 (375.28)
Net profit for the period 4,243.89 64.03
Other comprehensive income 39.21 127.83
Dividends paid (1,919.63) -
- Others 25.38 (36.39)
- Share of reserves of associates accounted using equity method of accounting 263.32 554.46
Transfers to/ from :
- Special reserve u/s. 45-IC of the RBI Act,1934 (1,222.64) (70.83)
- Equity instruments through OCI - 3.97
Closing Balance 1,697.32 267.79

b) Securities premium (` in crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 2,506.19 2,505.88
Options exercised during the year 15.88 0.31
Closing balance 2,522.07 2,506.19

c) General reserve (` in crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 667.24 656.79
Appropriations during the year 5.73 10.45
Closing balance 672.97 667.24

d) Special reserve u/s. 36(1)(viii) of the Income-tax Act, 1961 (` in crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 2,642.23 2,642.23
Appropriations during the year - -
Closing balance 2,642.23 2,642.23

e) Special reserves u/s. 45-IC of RBI Act, 1934 (` in crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 1,239.98 1,169.15
Appropriations during the year 1,222.64 70.83
Closing balance 2,462.62 1,239.98

166 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

f) Share options outstanding account (` in crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 6.72 15.75
Employee stock option expense for the year - 2.01
Options cancelled during the year (6.72) (11.04)
Closing balance - 6.72

19B. OTHER RESERVES (` in crore)

As at As at
March 31, 2023 March 31, 2022
FVOCI - equity investments - -
Foreign currency translation reserve - 0.05
Total - 0.05

a) FVOCI - equity investments (` in crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance - 3.97
Transfer to retained earnings - (3.97)
Closing balance - -

b) Foreign currency translation reserve (` in crore)

As at As at
March 31, 2023 March 31, 2022
Opening balance 0.05 0.03
Exchange differences on translation of foreign operations (0.05) 0.02
Transfer to retained earnings - -
Closing balance - 0.05

19C. Nature and purpose of reserve

a) Securities premium
It is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act,
2013.
b) General reserve
Under the erstwhile Companies Act, 1956, general reserve was created through an annual transfer of net income at specified
percentage in accordance with applicable regulations. The purpose of these transfer was to ensure that if dividend distribution in
the given year is more than 10% of paid up capital of the Company of that year, then the total dividend distribution is less than the
total distributable results of the year. Consequent to introduction of Companies Act, 2013, the requirement to transfer a specified
percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general
reserve can be utilised only in accordance with the specific requirements of the Companies Act, 2013.
c) FVOCI - equity investments
The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive
income. These changes are accumulated within the FVOCI - equity investments reserve within equity. The Group transfers amounts
from this reserve to retained earnings when the relevant equity securities are derecognised.
d) Special reserves u/s. 45-IC of RBI Act, 1934
As per section 45-IC of RBI Act, 1934, every non-banking financial company (NBFC) shall create a reserve fund and transfer therein
a sum not less than twenty per cent (20%) of its net profit every year as disclosed in the statement of profit or loss and before any
dividend is declared. No appropriation of any sum from the reserve fund shall be made by the non-banking financial company
except for the purpose as may be specified by RBI.
e) Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued to employees under Employee
Stock Option Scheme (ESOS) over the vesting period. (Refer Note 40)

C O N S O L I D AT E D F I N A N C I A L S | 167
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

f) Special reserve u/s. 36(1)(viii) of the Income-tax Act, 1961

As per section 36(1)(viii) of Income tax act, 1961, deduction shall be allowed in respect of any special reserve created and maintained
by specified entities, for an amount not exceeding twenty percent (20%) of the profits derived from eligible business (computed
under the head “Profits and gains of business or profession” (before making any deduction under this clause) carried to such
reserve account.
Provided that where the aggregate of the amounts carried to such reserve account from time to time exceeds twice the amount of
the paid up share capital and of the general reserves of the specified entity, no allowance under this clause shall be made in respect
of such excess.
g) Foreign currency translation reserve
Exchange difference arising on translation of foreign operations are recognised in other comprehensive income as described in
accounting policy are accumulated in special reserve within equity. The cumulative amount is reclassified to profit or loss when the
net investment is disposed off.
20 INTEREST INCOME (` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
On financial assets measured at amortised costs:
Interest income 23.69 0.37
Total 23.69 0.37

21. NET GAIN/(LOSS) ON FAIR VALUE CHANGES (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Net gain/(loss) on financial instruments at fair value through profit or loss (FVTPL)
On financial instruments designated at FVTPL
- Mutual fund units 6.04 1.40
- Venture capital units 124.10 86.00
Total (A) 130.14 87.40
Fair value changes:
Realised 62.84 12.57
Unrealised 67.30 74.83
Total (B) 130.14 87.40

22. OTHER INCOME (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Interest on income tax refund - ß
Other interest 0.41 0.51
Miscellaneous income - 2.60
Total 0.41 3.11

23. IMPAIRMENT ON FINANCIAL INSTRUMENTS (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
On Financial instruments measured at Amortised Cost:
Advances 0.73 (0.75)
Total 0.73 (0.75)

24. EMPLOYEE BENEFIT EXPENSE (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Salaries, wages and bonus 9.10 8.78
Contribution to provident and other funds [Refer note 28(a)] 0.56 0.70
Gratuity expense [Refer note 28(b)] 0.01 0.02
Employee share based payment expense [Refer note 40(d]) (2.10) 1.54
Staff welfare expense - 0.02
Total 7.57 11.06

168 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

25. DEPRECIATION, AMORTISATION AND IMPAIRMENT (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Depreciation of property, plant and equipment (see note 9) 0.08 0.11
Total 0.08 0.11

26. OTHER EXPENSES (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Rent 0.82 0.59
Rates and taxes 7.35 1.89
Insurance charges 0.13 0.14
Travelling and conveyance 0.31 0.06
Printing and stationery (0.08) 0.01
Communication costs 0.04 0.02
Advertising and publicity 0.06 0.05
Professional fees 37.94 7.44
Directors' sitting fees 0.91 1.16
Commission to directors 6.76 0.94
Loss on disposal of property, plant and equipment (net) 0.01 -
Contribution for corporate social responsibility (CSR) [Refer note (b) below] 0.18 1.01
Auditors' remuneration [refer note (a) below] 0.49 0.55
Shared service costs 0.04 0.25
Bank charges ß ß
Miscellaneous expenses 0.34 0.16
Total 55.30 14.27

a) Breakup of Auditors’ remuneration (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Audit fees 0.34 0.32
Tax audit fees 0.02 0.04
Certification fees 0.03 -
Other Services 0.09 0.19
Out-of-pocket expenses 0.01 ß
Total 0.49 0.55

b) Contribution for corporate social responsibility (CSR)

i) The average profit before tax of the Group for last three financial years was ` 9.01 crore, basis which the Group’s prescribed
CSR Budget for FY 2022-23 was ` 0.18 crore.
As per Section 135 of the Companies Act, 2013, amount required to be spent by the Group on Corporate Social Responsibility
(CSR) related activities during the year is ` 0.18 crore (previous year ` 1.01 crore).
ii) Amount spent towards CSR during the year and recognised as expense in the Statement of Profit and Loss on CSR related
activities is ` 0.18 crore (previous year ` 1.01 crore), which comprise of following:
(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
CSR Expenditure:
Social Action For Manpower Creation - SAMPARC 0.10 0.36
Yosaid Innovation Foundation 0.05 0.35
Tezpur Mahila Samiti 0.03 -
GOONJ - 0.10
IIMPACT - 0.10
INDIAN CANCER SOCIETY - 0.10
0.18 1.01
Amount spent during the year on:
(i) Construction/acquisition of an asset - -
(ii) On purposes other than (i) above 0.18 1.01
Total 0.18 1.01

C O N S O L I D AT E D F I N A N C I A L S | 169
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(iii) Details of CSR expenditure under Section 135(5) of the Act in respect of other than ongoing projects

(` in crore)
Balance unspent as at Amount deposited in Specified Fund of Amount required Amount spent Balance unspent
April 1, 2022 Schedule VII of the Act within 6 months to be spent during the year as at March 31,
during the year 2023
- - - - -

(iv) Details of excess CSR expenditure under Section 135(5) of the Act

(` in crore)
Balance excess spent as Amount required to be spent Amount spent during Balance excess spent as
at April 1, 2022 during the year the year at March 31, 2023
- - - -

(v) Details of ongoing CSR projects under Section 135(6) of the Act

(` in crore)
Balance as at April 1, 2022 Amount spent during the year Balance as at March 31, 2023
With the In separate CSR Amount required to be From the From Separate With the In separate CSR
Group unspent account spent during the year Group’s bank CSR Unspent Group unspent account
account account
- - - - - - -

(vi) Nature of CSR activities

CSR activities conducted during the year was focused on promoting healthcare, overall care, education and maintenance of
orphan children, financial support for the women empowerment, among other interventions.

There is no amount outstanding to be paid in cash, out of total amount required to be spent on Corporate Social Responsibility
(CSR) related activities.

27. INCOME TAX

a) The components of income tax expense for the years ended March 31, 2023 and March 31, 2022 are: (` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
I. Tax expense recognised in statement of profit and loss
Current tax
Current tax on profit for the year 402.62 107.66
Adjustments for current tax of prior years 0.29 2.72
Total current tax expense 402.91 104.94
Deferred tax
(Decrease) / Increase in deferred tax liabilities 18.17 17.50
Total deferred tax expense/(benefit) 18.17 17.50
Total tax expense for the year 421.08 122.44
Income tax attributable to:
- Profit from continuing operations 391.41 60.50
- Profit from discontinued operations 29.67 61.94
421.08 122.44

170 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

b) Reconciliation of the total tax charge

The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been charged
at India corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India’s domestic tax
rate for the years ended March 31, 2023 and March 31, 2022 is as follows:
(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Profit / (loss) from continuing operations before tax expense 1,064.74 73.49
Profit from discontinued operations before tax expense 3,600.27 113.26
Tax at India’s statutory income tax rate of 25.17% (previous year 25.17%) 1,174.18 47.02
Tax effect of the amount which are not taxable in calculating taxable income (8.97) (5.16)
Effect of tax on Share of net profit of associates and joint ventures accounted for using (245.20) (1.84)
equity method
Tax impact of income not included in determining taxable profit above 2.61 42.79
Effect of tax on income taxable under different tax rates (508.00) (3.53)
Expenses not deductible for tax purposes (12.74) -
Adjustments for current tax of prior periods 0.29 (2.72)
Effect of reversal of opening deferred tax asset/ liability 18.17 17.50
Different statutory tax rates applied by the group entities 0.57 29.89
Others 0.16 (1.50)
Income tax expense at effective tax rate 421.08 122.44
Effective tax rate 9.03% 65.56%

c) Unrecognised temporary differences (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Temporary differences relating to investment in subsidiaries and joint ventures for which
deferred tax liabilities have not been recognised

- Undistributed earnings of subsidiary* 701.44 181.00

- Unrecognised deferred tax liabilities relating to the above temporary differences 176.55 45.56
* Certain subsidiaries of the Group have undistributed earnings of ` 701.44 crores (March 31, 2022: ` 181 Crores ) which, if paid out
as dividends, would be subject to tax in the hands of the recipient. An assessable temporary difference exists, but no deferred tax
liability has been recognised as the Holding Company has ability to control the timing of distributions from these subsidiaries.
28. EMPLOYEE BENEFIT OBLIGATIONS

a) Defined contribution plans

The Company has recognised the following amounts in the statement of profit and loss towards contribution to defined contribution
plans which are included under contribution to provident and other funds:
(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Provident fund 0.32 0.38
Pension fund 0.23 0.29
Superannuation fund 0.01 0.02
Total 0.56 0.69
b) Defined benefit plans

The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is a final salary plan
for Indian employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed
by the Payment of Gratuity Act, 1972. Under the said act, employee who has completed five years of service is entitled to specific
benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age.
The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded
status and amounts recognised in the balance sheet for the respective plans:

C O N S O L I D AT E D F I N A N C I A L S | 171
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

i) Balance Sheet (` in crore)

Present value Fair value of Net amount
of obligation plan assets
As at March 31, 2022 3.01 3.01 ß
Current service cost 0.02 - 0.02
Interest expense/(income) 0.07 0.07 (0.01)
Actuarial loss / (gain) arising from change in financial assumptions (0.05) - (0.05)
Actuarial loss / (gain) arising on account of experience changes 0.16 - 0.16
Actual return on plan assets less interest on plan assets - (0.02) 0.02
Employer contributions - - -
Benefit payments (1.28) (1.28) -
As at March 31, 2023 1.92 1.78 0.14

As at As at
March 31, 2023 March 31, 2022
Present value of plan liabilities 1.92 3.01
Fair value of plan assets 1.78 3.01
Plan liability net of plan assets 0.14 ß

ii) Statement of Profit and Loss (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Employee Benefit Expenses:
Current service cost 0.02 0.02
Interest cost (0.01) ß
Total 0.01 0.02
Finance cost - -
Net impact on the profit before tax 0.01 0.02
Remeasurement of the net defined benefit liability:
Actuarial gains/(losses) arising from changes in demographic - -
assumptions
Actuarial gains/(losses) arising from changes in financial assumptions (0.05) (0.01)
Actuarial gains/(losses) arising from changes in experience 0.16 0.20
Actual return on plan assets less interest on plan assets 0.02 (0.08)
Net impact on the other comprehensive income before tax 0.13 0.12

iii) Defined benefit plan assets

Category of assets (% allocation) As at As at
March 31, 2023 March 31, 2022
Insurer managed funds
- Government securities 46.36% 45.65%
- Deposit and money market securities 7.77% 15.06%
- Debentures / bonds 40.44% 33.93%
- Equity shares 5.43% 5.36%
Total 100.00% 100.00%

172 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

iv) Actuarial assumptions

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans and post retirement medical
benefits at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the
valuation date.

As at As at
March 31, 2023 March 31, 2022
Discount rate 7.20% 4.40%
Salary escalation rate* 5% 5%
* takes into account the inflation, seniority, promotions and other relevant factors.

v) Risks

Interest rate risk:

The risk of government security yields falling due to which the corresponding discount rate used for valuing liabilities falls. Such
a fall in discount rate will result in a larger value placed on the future benefit cash flows whilst computing the liability and thereby
requiring higher accounting provisioning.
Longevity risks:
Longevity risks arises when the quantum of benefits payable under the plan is based on how long the employee lives post cessation
of service with the company. The gratuity plan provides the benefit in a lump sum form and since the benefit is not payable as an
annuity for the rest of the lives of the employees, there is no longevity risks.
Salary risks:
The gratuity benefits under the plan are related to the employee’s last drawn salary. Consequently, any unusual rise in future salary
of the employee raises the quantum of benefit payable by the company, which results in a higher liability for the compan and is
therefore a plan risk for the company.
vi) Demographic assumptions
Mortality in Service : Indian Assured Lives Mortality (2012-14)
vii) Sensitivity
As at March 31, 2023 Change in Impact on defined benefit
assumption obligation
Increase Decrease
Discount rate 0.50% (0.32%) 0.35%
Salary escalation rate 0.50% 0.35% (0.33%)

As at March 31, 2022 Change in Impact on defined benefit

assumption obligation
Increase Decrease
Discount rate 0.50% (0.23%) 0.26%
Salary escalation rate 0.50% 0.25% (0.23%)
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated
with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit
liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

viii) Maturity
The defined benefit obligations shall mature after year end as follows:
(` in crore)
As at As at
March 31, 2023 March 31, 2022
within 12 months 1.81 2.89
Between 2-5 years 0.04 0.03
Between 5-10 years 0.04 0.03
Beyond 10 years 0.22 0.16
The weighted average duration to the payment of these cash flows is 0.66 years (preceding year 0.49 years).

C O N S O L I D AT E D F I N A N C I A L S | 173
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

29. DISCONTINUED OPERATION

a) IDFC Asset Management Company Limited and IDFC AMC Trustee Company Limited
The Board of Directors of the Holding Company and IDFC FHCL at their respective meetings held on April 06, 2022, had inter alia
considered binding bids received in connection with divestment of IDFC Asset Management Company Limited (‘IDFC AMC’) along
with IDFC AMC Trustee Company Limited (‘IDFC AMC Trustee’) and had approved sale of the entire shareholding of IDFC AMC and
IDFC AMC Trustee held by IDFC FHCL to a consortium comprising of Bandhan Financial Holding Limited, Lathe Investment Pte.
Ltd. (affiliate of GIC), Tangerine Investments Limited, Infinity Partners (affiliates of ChrysCapital) (‘Proposed Transaction’). The
consideration for the Proposed Transaction of IDFC AMC was ` 4,500 crores on a fully diluted basis and subject to customary price
adjustments at the closure and ` 0.50 crore for IDFC AMC Trustee.
It was highly probable that the said sale transaction would be completed in the next 12 months. Accordingly the investment in IDFC
AMC and IDFC AMC Trustee along with their subsidiaries IDFC IEH Conservative Fund, IDFC Investment Managers (Mauritius)
Limited and India Multi - Avenues Fund Limited were classified as assets held for sale as on March 31, 2022.
Figures for the year ended March 31, 2023 and March 31, 2022 include ` 89.16 crores and ` 171.88 crore as net profit after tax from
discontinued operations pertaining to these entities.
All the requisite regulatory and other approvals, as applicable have been received and the Proposed Transaction is completed on
January 31, 2023. IDFC FHCL sold 27,636,940 shares (including 846,490 shares purchased from employees on exercise of ESOPs at
a price of ` 1,625 per share) in IDFC AMC and 50,000 shares in IDFC AMC Trustee to the consortium for consideration of ` 4,490
crore and ` 0.50 crore respectively. With the conclusion of the transaction, post January 31, 2023, IDFC AMC, IDFC AMC Trustee and
IDFC Investment Managers (Mauritius) Limited are no more subsidiaries of the Group.
i) Financial performance and cash flow information (after inter-company eliminations)
A) IDFC AMC Limited (In ` crore)
Period ended Year ended
January 30, 2023 March 31, 2022
Revenue 313.53 421.01
Expenses 195.78 188.22
Profit before tax 117.75 232.79
Tax expense 29.66 62.02
Profit after tax 88.09 170.77
Other comprehensive income 1.53 0.87
Total comprehensive income 89.62 171.64
Total comprehensive income attributable to owners 89.59 171.57
Total comprehensive income attributable to minority holders 0.03 0.07
Total profit from discontinued operation attributable to owners 89.59 171.57
Net cash inflow from operating activities 121.52 195.26
Net cash inflow / (outflow) from investing activities (17.15) 143.08
Net cash / (outflow) from financing activities (104.57) (340.24)
Net increase in cash generated from discontinued operation (0.20) (1.90)

B) IDFC AMC Trustee Company Limited (In ` crore)

Period ended Year ended
January 30, 2023 March 31, 2022
Revenue 0.50 0.60
Expenses 0.48 0.42
Profit before tax 0.02 0.18
Tax expense 0.01 0.05
Profit after tax 0.02 0.13
Other comprehensive income (0.00) 0.01
Total comprehensive income 0.01 0.14
Total comprehensive income attributable to owners 0.01 0.14
Total comprehensive income attributable to minority holders - -
Total profit from discontinued operation attributable to owners 0.01 0.14
Net cash inflow from operating activities 0.00 0.10
Net cash inflow / (outflow) from investing activities - -
Net cash (outflow) from financing activities - -
Net increase in cash generated from discontinued operation 0.00 0.10

174 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

ii) The carrying amounts of assets and liabilities as on January 30, 2023 and March 31, 2022

A) IDFC AMC Limited (In ` crore)

As at As at
January 30, 2023 March 31, 2022
Cash and cash equivalents 1.06 1.26
Bank balances other than cash and cash equivalents above 7.08 3.52
(I) Trade receivables 20.71 13.35
Investments 277.97 226.08
Other financial assets 3.90 6.08
Income tax assets (net) 15.85 15.85
Property, plant and equipment 10.11 10.17
Intangible assets 1.25 1.92
Right-of-use assets 32.32 27.99
Deferred tax assets (net) 2.88 1.33
Other non-financial assets 7.91 20.45
Total assets 381.04 328.00
Trade Payables 18.69 11.34
Lease liabilities 37.19 31.95
Other financial liabilities 45.32 35.76
Income tax liabilities (net) 15.95 18.86
Provisions 0.61 1.73
Other non-financial liabilities 59.09 41.02
Total liabilities 176.85 140.66
Net assets derecognised
- Attributable to IDFC Limited 204.12 187.27
- Non-controlling interest 0.07 0.07

B) IDFC AMC Trustee Company Limited (In ` crore)

As at As at
January 30, 2023 March 31, 2022
Cash and cash equivalents 0.32 0.31
Trade Receivables 0.24 0.18
Other Assets 0.05 0.04
Income tax assets (net) 0.03 0.02
Total assets 0.64 0.55
Trade Payables 0.07 0.01
Income Tax liabilities 0.01 0.01
Other financial liabilities 0.07 0.06
Total liabilities 0.15 0.08
Net assets derecognised
- Attributable to IDFC Limited 0.49 0.47
- Non-controlling interest - -

b) IDFC India Equity Hedge Fund - IDFC IEH Conservative Fund

IDFC India Equity Hedge Fund Category III (‘Fund’) was constituted as a trust on 1st September 2017, in accordance with the
provisions of the Indian Trusts Act, 1882. IDFC Limited is the Sponsor and IDBI Trusteeship Services Limited (‘Trustee’) is the Trustee
of the Fund. IDFC AMC has been appointed as the Investment Manager of the Fund.
IDFC IEH Conservative Fund was a scheme launched under IDFC India Equity Hedge Fund Category III registered with SEBI under
SEBI (Alternative Investment Funds) Regulations, 2012. IDFC IEH Conservative Fund is an open ended scheme which was launched
as on January 31, 2018. The Scheme is represented by Class of Units.
The primary objective of the Scheme is to generate attractive risk adjusted returns and reduce volatility by investing predominantly
in Indian equities and equity derivatives within a low to moderate net exposure risk format. More specifically, to employ long/short
and arbitrage strategies to provide superior alpha based returns that are relatively uncorrelated to Indian equity indices.

C O N S O L I D AT E D F I N A N C I A L S | 175
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Based on the control assessment carried out by the Group, IDFC IEH Conservative Fund was assessed as a subsidiary of the Group
under Ind AS 110 considering the principal-agency guidance. The asset manager of IDFC IEH Conservative Fund, IDFC AMC which
holds power over its relevant activities is a wholly-owned subsidiary of the Holding Company and cannot be removed without
approval from 75% of unitholders. The Group holds 69.54% units in the fund as on March 31, 2022 which constitutes exposure to
variability in returns. Accordingly, the assets, liabilities, income and expenses of IDFC IEH Conservative Fund had been consolidated
with the Group on line by line basis.
The Board of Directors of IDFC Asset Management Company Limited (‘IDFC AMC’) (‘the Investment Manager’) had approved
the winding up of IDFC IEH Conservative Fund, subsidiary of IDFC AMC, vide its meeting dated July 26, 2022. Approval from the
investors holding more than 75% in the value was received by the Board of Directors of IDFC AMC on August 22, 2022 All the assets
of IDFC IEH Conservative Fund were liquidated by October 6, 2022 and paid to investors. Hence with effect from October 6, 2022,
IEH Conservative Fund has ceased to be subsidiary of the Group.

(i) Financial performance and cash flow information (after inter-company eliminations)

IDFC India Equity Hedge Fund - IDFC IEH Conservative Fund

(In ` crore)
Period ended Year ended
October 06, 2022 March 31, 2022
Revenue 0.31 1.74
Expenses 0.60 0.81
Profit / (loss) before tax (0.29) 0.93
Tax expense (0.01) (0.13)
Profit / (loss) after tax (0.28) 1.06
Other comprehensive income - -
Total comprehensive income (0.28) 1.06
Total comprehensive income attributable to owners (0.20) 0.74
Total comprehensive income attributable to Minority shareholders (0.08) 0.32
Total profit from discontinued operation attributable to owners (0.20) 0.74
Net cash inflow from operating activities (26.99) (1.16)
Net cash inflow / (outflow) from investing activities 38.56 (24.62)
Net cash (outflow) from financing activities (12.39) 10.32
Net increase in cash generated from discontinued operation (0.82) (15.46)

The carrying amounts of assets and liabilities as on October 06, 2022 and March 31, 2022
(In ` crore)
Period ended Year ended
October 06, 2022 March 31, 2022
Cash and cash equivalents 0.22 1.04
Bank balances other than cash and cash equivalents above - 3.25
Trade Receivables - -
Investments 29.72 38.37
Income tax assets (net) 0.14 0.27
Total assets 30.08 42.93
Trade Payables 0.01 0.05
Deferred Tax liabilities - 0.09
Other non financial liabilities - 0.17
Total liabilities 0.01 0.31
Net assets derecognised
- Attributable to IDFC Limited 29.33 29.62
- Non-controlling interest 0.74 13.00

c) IDFC Investment Managers (Mauritius) Limited

The principal activity of the Company is to provide investment management services. The Company has entered into investment
management agreement with India Multi Avenues Fund, a fund incorporated in Mauritius in 2015. The Fund has still not started its
operations as on date of Balance Sheet.
IDFC Investment Managers (Mauritius) Limited is a wholly owned subsidiary of IDFC AMC. However, now as IDFC AMC is asset Held
for Sale, IDFC Investment Managers (Mauritius) Limited, which is considered as subsidiary of the Group through IDFC AMC, is also
shown as Asset held for sale and line by line consolidation is not done for the same.

176 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(i) Financial performance and cash flow information (after inter-company eliminations)
(In ` crore)
Period ended Year ended
January 30, 2023 March 31, 2022
Revenue - -
Expenses 0.47 0.53
Profit before tax (0.47) (0.53)
Tax expense - -
Profit after tax (0.47) (0.53)
Other comprehensive income - -
Total comprehensive income (0.47) (0.53)
Total comprehensive income attributable to owners (0.47) (0.53)
Total comprehensive income attributable to Minority shareholders 0.00 (0.00)
Total profit from discontinued operation attributable to owners (0.47) (0.53)
Net cash inflow from operating activities 0.23 (0.52)
Net cash inflow (outflow) from investing activities - -
Net cash (outflow) from financing activities - -
Net increase in cash generated from discontinued operation 0.23 (0.52)
The carrying amounts of assets and liabilities as on January 30, 2023 and March 31, 2022
(In ` crore)
As at As at
January 30, 2023 March 31, 2022
Cash and cash equivalents 0.57 0.35
Loans and advances 0.03 0.01
Total assets 0.60 0.36
Trade Payables 0.03 0.05
Total liabilities 0.03 0.05
Net assets derecognised
- Attributable to IDFC Limited 0.57 0.31
- Non-controlling interest - -
d) IDFC Foundation
IDFC Foundation is a wholly owned subsidiary of IDFC and is a ‘Not for profit’ organisation. In continuation of corporate structure
simplification, Board of Directors of the Holding Company at their meeting held on October 27, 2022 have approved and donated
its entire equity held in IDFC Foundation along with underlying investments in joint venture entities [Delhi Integrated Multi Modal
Transit Systems Limited (‘DIMTS’) and Infrastructure Development Corporation (Karnataka) Limited ‘(Ideck’)] to Upajeevan
Sangathan Foundation (a not for profit organisation formed under Section 8 of Companies Act, 2013). Accordingly, results of IDFC
Foundation till October 27, 2022 are shown as discontinued operations and other periods have been regrouped.
Financial performance and cash flow information (after inter-company eliminations)
(In ` crore)
Period ended Year ended
October 27, 2022 March 31, 2022
Revenue 0.27 6.94
Expenses 0.21 21.01
Profit before tax 0.06 (14.08)
Tax expense - -
Profit after tax 0.06 (14.08)
Other comprehensive income - 0.02
Total comprehensive income 0.06 (14.06)
Total comprehensive income attributable to owners 0.06 (14.06)
Total comprehensive income attributable to Minority shareholders - -
Total profit from discontinued operation attributable to owners 0.06 (14.06)
Net cash inflow from operating activities (0.72) (7.53)
Net cash inflow / (outflow) from investing activities 1.29 8.72
Net cash (outflow) from financing activities - (1.20)
Net increase in cash generated from discontinued operation 0.57 (0.01)

C O N S O L I D AT E D F I N A N C I A L S | 177
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

The carrying amounts of assets and liabilities as on October 27, 2022 and March 31, 2022
(In ` crore)
As at As at
October 27, 2022 March 31, 2022
Cash and cash equivalents 0.72 1.29
Bank balances other than cash and cash equivalent and above 0.10 0.10
Investments 10.00 10.00
Other financial assets 0.00 0.01
Income tax assets (net) 1.53 1.53
Property, plant and equipment 0.00 0.01
Other non-financial assets 0.02 0.10
Total assets 12.37 13.04
Trade Payables 0.61 1.21
Other non-financial liabilities 0.00 0.12
Total liabilities 0.61 1.33
Net assets derecognised
- Attributable to IDFC Limited 11.76 11.71
- Non-controlling interest - -
e) As per the Share Purchase Agreement (SPA) signed by the Holding Company and Novopay Solutions Private Limited (‘NSPL’)
(erstwhile associate of the Group) on August 08, 2022, NSPL shall purchase shares totallying to 227,145 of Novopay held by the
Holding Company for a total consideration agreegating to ` 15.00 crore. The Holding Company has diluted 13.85% stake (131,999
shares) in NSPLfor ` 8.72 crore on August 31, 2022 and 4.16% stake (39,624 shares) for ` 2.49 crore on March 31, 2023. Balance stake
of 55,522 valued at ` 3.79 crores are yet to be diluted, hence Investment in NSPL is shown as asset held for sale as per IND AS 105.
30. Segment information (` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Segment revenues
- Financing 153.83 87.77
- Others - -
Total segment revenues 153.83 87.77
Add: Unallocated revenues - -
Less: Inter-segment adjustments - -
Total Revenues 153.83 87.77

Segment results
- Financing 90.56 66.19
- Others - -
Total segment results 90.56 66.19
Add / (Less): Unallocated - -
Add: Share of profit / (loss) from associates accounted under equity method 974.18 7.30
Profit before tax 1,064.74 73.49

Segment assets
- Financing 729.65 592.90
- Others - -
Total segment assets 729.65 592.90
Unallocated
- Banking 10,872.80 7,401.21
- Others 79.97 18.98
- Disposal group held for sale 3.79 1,151.01
Total assets 11,686.21 9,164.10

178 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

30. Segment information (` in crore)

Year ended Year ended
March 31, 2023 March 31, 2022
Segment liabilities
- Financing 52.21 9.14
- Others - -
Total segment liabilities 52.21 9.14
Unallocated
- Others 36.80 18.08
- Disposal group held for sale - 210.24
Total liabilities 89.01 237.46

Capital employed
- Financing 677.44 583.76
- Others - -
Total segment capital employed 677.44 583.76
Unallocated
- Banking 10,872.80 7,401.21
- Others 43.17 0.90
- Disposal group held for sale 3.79 940.77
Total capital employed 11,597.20 8,926.64
i) The Group identifies primary segments based on the dominant source, nature of risk and returns and management structure.
The operating segments are the segments for which separate financial information is available and for which operating profit/
loss amounts are evaluated by the Chief Operating Decision Maker.
ii) Segment composition :
- Financing includes investing activity
- The Group has reorganised its segment structure on account of classification of IDFC Asset Management Company
Limited, IDFC AMC Trustee Company Limited, IDFC IEH Conservative Fund, IDFC Investment Managers (Mauritius)
Limited, IDFC Foundation and Novopay Solutions Private Limited as Disposal group held for sale. Previous period
segment figures are regrouped in accordance with revised segment structure.
31. EARNINGS PER SHARE
a) The basic earnings per share has been calculated based on the following:
Year ended Year ended
March 31, 2023 March 31, 2022
Net profit after tax available for equity shareholders (` in crore) 4,243.93 64.31
Weighted average number of equity shares 1,597,795,692 1,596,413,052
Face value (in `) 10.00 10.00

b) The reconciliation between the basic and the diluted earnings per share is as follows:
Year ended Year ended
March 31, 2023 March 31, 2022
Basic earnings per share (in `) 26.56 0.40
Effect of outstanding stock options 0.00 0.00
Diluted earnings per share (in `) 26.56 0.40

c) Weighted average number of equity shares is computed for the purpose of calculating diluted earning per share, after giving the
dilutive impact of the outstanding stock options for the respective years.
Year ended Year ended
March 31, 2023 March 31, 2022
Weighted average number of shares for computation of Basic EPS 1,597,795,692 1,596,413,052
Dilutive effect of outstanding stock options 110,919 438,563
Weighted average number of shares for computation of Diluted EPS 1,597,906,611 1,596,851,615

C O N S O L I D AT E D F I N A N C I A L S | 179
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

32. CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS (` in crore)

As at As at
March 31, 2023 March 31, 2022
Commitments
Uncalled liability on shares and other investments partly paid 2.38 16.25
Estimated amount of contracts remaining to be executed on capital account (net of - 0.53
advances)
Letter of comfort (see note b) - 14.57
Undertaking (see note a) 15.00 -
Claims not acknowledged as debts in respect of:
- Income-tax demands under appeal (net of provision) 230.47 44.98
- Other claims - 1.97
Total 247.85 78.30

a) The Holding Company has donated equity shares of its erstwhile wholly owned subsidiary IDFC Foundation to Upajeevan
Sangathan Foundation via a deed of donation signed by both the parties on October 27, 2022. The Company has also
undertaken to make good any short fall in the net tax liabilities which become payable arising out of the Tax Appeal which is in
excess of the Net Value of the assets realised by the donee. The Undertaking is valid for three years from the date of donation
i.e. October 27, 2022.
b) The Holding Company had issued letter of comfort to IDFC Foundation- erstwhile wholly owned subsidiary of the Company,
if there is any shortfall in meeting its obligations towards its contingent liabilities amounting to ` 14.57 crore and any related
penalty. The comfort letter was valid till April 30, 2022.
c) The Holding Company holds 26.00% stake in Jetpur Somnath Tollways Private Limited (“JSTPL”). JSTPL had executed the
concession agreement with National Highway Authority of India (“NHAI”) for the purpose of four laning of 123.45 km Jetputur
Somnath Section of NH-8D in the state of Gujarat under NHDP phase III on Build Operate Transfer (BOT) (TOLL) on DBFO
pattern. Due to certain disputes, NHAI terminated the Concession Agreement in November 2016. Matter was referred to
Arbitration. Arbitral Tribunal on March 31, 2021 passed an award in favour of JSTPL for `.1,019.43 crore. JSTPL filed an appeal
with Hon’ble Delhi High Court for enforcement of the award dated March 31, 2021. Hon’ble High Court directed NHAI to deposit
the entire decretal amount along with interest till the date of payment with court on February 27, 2023. The next hearing is
fixed for May 11, 2023.
d) At the time of sale of IDFC AMC and IDFC AMC Trustee company to Bandhan consortium, IDFC as a seller had given various
warranties. These includes Business / General warranty, Tax warranty and Fundamental Warranty.
e) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and postemployment received
Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India
and subsequently on November 13, 2020 draft rules were published and invited for stakeholders’ suggestions. However, the
date on which the Code will come into effect has not been notified. The Group will assess the impact of the Code when it
comes into effect and will record any related impact in the period the Code becomes effective.
33. DIVIDEND PAID AND PROPOSED DURING THE YEAR
(` in crore)
March 31, 2023 March 31, 2022
A. Declared and paid during the year
Dividends on ordinary shares:
Final Dividend for 2023: Nil per share (2022: Nil per share) - -
Interim Dividend for 2023: ` 12 per share (2022: Nil per share) (refer note a and b 1,919.63 -
below)
Total dividends paid 1,919.63 -
B. Proposed for approval at Annual General Meeting (not recognised as a liability as at
year end)
Dividend on ordinary shares:
Final dividend for 2023: Nil per share (2022: Nil per share) - -

a. The Board of the Directors of the Holding Company at its meeting held on April 06, 2022 has considered and declared
an Interim Dividend of 10% i.e. ` 1 per equity share of the Holding Company. The interim dividend was paid to the eligible
shareholders on May 02, 2022, whose names appeared on the Register of Members as at close of day on April 10, 2022 being
the record date for the purpose of the aforesaid interim dividend.

180 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

b. The Board of Directors at its meeting held on February 01, 2023 has considered and declared a special interim dividend of
110% i.e. ` 11 per equity share. The interim dividend was paid to the eligible shareholders on February 23, 2023, whose names
appeared on the Register of Members as at close of the record date February 13, 2023.
34. The figures of Rs. 50,000 or less have been denoted by β.
35. UPDATE ON SUBSIDIARIES AND ASSOCIATES
(a) Corporate Restructuring
As part of simplification of corporate structure, the Board of Directors of the Holding Company along with its three wholly
owned subsidiaries (‘WOS’) IDFC Alternatives Limited, IDFC Trustee Company Limited and IDFC Projects Limited, approved
the merger of WOS into the Holding Company, subject to regulatory approvals from various authorities. Post Board approval,
the Holding Company along with its three WOS has filed scheme of amalgamation with Official Liquidator (‘OL’) – Chennai
and with Regional Director (‘RD’) / Registrar of Companies (‘ROC’) – Chennai on December 06, 2021.
The ROC, Chennai vide its letter dated February 01, 2022 intimated it’s no observations/suggestions to the aforesaid scheme
of amalgamation. Also, the OL of Madras High Court vide its letter dated March 24, 2022, communicated it’s no observations
to the aforesaid scheme of amalgamation.
The Company filed petition with National Company Law Tribunal (NCLT) – Chennai on April 13, 2022. NCLT heard the petition
on October 20, 2022 and passed the order on November 22, 2022 in favor of the Holding Company. The order is effective from
December 09, 2022.
Post approval from NCLT, IDFC Alternatives Limited, IDFC Trustee Company Limited and IDFC Projects Limited are merged
with the Holding Company and are no more subsidiaries of the Group.
(b) IDFC Foundation:
IDFC Foundation is a wholly owned subsidiary of IDFC and is a ‘Not for profit’ organisation. In continuation of corporate structure
simplification, Board of Directors of the Holding Company at their meeting held on October 27, 2022 have approved and
donated its entire equity held in IDFC Foundation along with underlying investments in joint venture entities [Delhi Integrated
Multi Modal Transit Systems Limited (‘DIMTS’) and Infrastructure Development Corporation (Karnataka) Limited ‘(Ideck’)] to
Upajeevan Sangathan Foundation (a not for profit organisation formed under Section 8 of Companies Act, 2013). Accordingly,
results of IDFC Foundation till October 27, 2022 are shown as discontinued operations and other periods have been regrouped.
Figures for the year ended March 31, 2023 and March 31, 2022 includes ` (1.71) crore and (119.66) crores as net loss after tax
from discontinued operations pertaining to IDFC Foundation.
(c) IDFC Financial Holding Company Limited:
(i) Reserve Bank of India (“RBI”) has, vide its letter No.DOR..HOL.No.SUO-75590/16.01.146/2021-22 dated July 20, 2021,
clarified that after the expiry of lock-in period of 5 years, IDFC Limited can exit as the promoter of IDFC FIRST Bank
Limited.
Post completion of lock-in period of 5 years, the Board of Directors of IDFC FIRST Bank at their meeting held on
December 30, 2021 has confirmed that they are “In-principle” in favour of Merger of ‘IDFC’ and ‘IDFC FHCL’ with ‘IDFC
FIRST Bank’. The said corporate restructuring activity shall be subject to approval by the Board of Directors of entities
involved, shareholders, creditors and other necessary statutory / regulatory approvals.
The Board of Directors of the Holding Company and IDFC FHCL, at their respective meetings held on March 18, 2023,
have appointed a) registered valuer for recommendation of fair share exchange ratio; b) merchant banker for issuance
of fairness opinion on the share exchange ratio; c) law firm for conducting legal due diligence, drafting and finalizing
scheme of amalgamation and filing regulatory applications.
(ii) The Board of Directors of the Holding Company and IDFC FHCL at their respective meetings held on April 06, 2022, have
inter alia considered binding bids received in connection with divestment of IDFC Asset Management Company Limited
(‘IDFC AMC’) along with IDFC AMC Trustee Company Limited (‘IDFC AMC Trustee’) and have approved sale of the
entire shareholding of IDFC AMC and IDFC AMC Trustee held by the Company to a consortium comprising of Bandhan
Financial Holding Limited, Lathe Investment Pte. Ltd. (affiliate of GIC), Tangerine Investments Limited, Infinity Partners
(affiliates of ChrysCapital) (‘Proposed Transaction’). The consideration for the Proposed Transaction is ` 4,500 crores on
a fully diluted basis and subject to customary price adjustments at the closure.
All the requisite regulatory and other approvals, as applicable have been received and the Proposed Transaction is
completed on January 31, 2023. IDFC FHCL sold 27,636,940 shares (including 846,490 shares purchased from employees
on exercise of ESOPs at a price of ` 1,625 per share) in IDFC AMC and 50,000 shares in IDFC AMC Trustee to the
consortium for consideration of ` 4,490 crores and ` 0.50 crores respectively. With the conclusion of the transaction,
post January 31, 2023, IDFC AMC, IDFC AMC Trustee and IDFC Investment Managers (Mauritius) Limited are no more
subsidiaries of the Group.
(d) IDFC FIRST Bank Limited:
(i) The COVID-19 virus, a global pandemic affected the world economy over more than last two years. The extent to which
the COVID-19 pandemic, including the future subsequent waves, if any, may impact the Bank’s operations and asset
quality will depend on future developments. The Bank’s capital and liquidity position is strong and would continue to be
the focus area for the Bank.

C O N S O L I D AT E D F I N A N C I A L S | 181
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(e) Liquidated entities:

(i) The Board of Directors of IDFC Asset Management Company Limited (‘IDFC AMC’) (‘the Investment Manager’) had
approved the winding up of IDFC IEH Conservative Fund, subsidiary of IDFC AMC, vide its meeting dated July 26, 2022.
Approval from the investors holding more than 75% in the value was received by the Board of Directors of IDFC AMC on
August 22, 2022 All the assets of IDFC IEH Conservative Fund were liquidated by October 6, 2022 and paid to investors.
Hence with effect from October 6, 2022, IEH Conservative Fund has ceased to be subsidiary of the Group.
(f) Others
(i) On August 15, 2022, Ms. Ritu Anand ceased to be an Independent Director of the Holding Company upon completion of
her term.
Pursuant to Regulation 17(1)(c) of SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, the
Board of Directors of IDFC Limited shall comprise of not less than six directors. Due to cessation of her directorship from
the Board, the number of Directors on the Board of the Holding Company reduced from six to five and the composition
of the Board as well as constitution of Board’s committees were impacted. As on March 31, 2023 the Holding Company
was in process of appointing New Directors, on the Board to comply with Regulation 17(1)(c) of SEBI LODR Regulations
2015.
(ii) The Holding Company has diluted 13.85% stake in Novopay Solutions Private Limited (‘NSPL’) (erstwhile associate of
the Group) for ` 8.72 crore on August 31, 2022 and 4.16% stake for ` 2.49 crore on March 31, 2023. NSPL is no longer an
associate of the Group.
36. CAPITAL MANAGEMENT
The capital structure of the Group is based on management’s judgement of the appropriate balance of key elements in order to
meet its strategic and day-to-day needs. The Group consider the amount of capital in proportion to risk and manage the capital
structure in light of changes in economic conditions and the risk characteristics of the underlying assets. The Group policy is
to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market
confidence and to sustain future development and continue as a going concern entity.
The Group manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk
characteristics of its activities. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividend
payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the objectives,
policies and processes from the previous years. However, they are under constant review by the Board.
The management monitors the return on capital as well as the level of dividends to the shareholders. The Group’s goal is to continue
to be able to provide return to the shareholders by continuing to distribute dividends in future period.

37. MATURITY ANALYSIS OF ASSETS AND LIABILITIES

The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or
settled.
(` in crore)
As at March 31, 2023 As at March 31, 2022
Within 12 After 12 Total Within 12 After 12 Total
months months months months
Financial assets
Cash and cash equivalents 157.94 - 157.94 286.47 - 286.47
Bank balance other than cash and cash equivalents 219.52 - 219.52 1.55 - 1.55
above
Receivables
(I) Other receivables - - - 2.01 - 2.01
Investments - 11,220.62 11,220.62 - 7,702.47 7,702.47
Other financial assets 1.31 - 1.31 1.15 - 1.15
Non-financial assets
Income tax assets (Net) - 79.97 79.97 - 18.98 18.98
Property, plant and equipment - 0.07 0.07 - 0.17 0.17
Other non-financial assets 2.99 - 2.99 0.29 - 0.29
Disposal group held for sale 3.79 - 3.79 1,151.01 - 1,151.01
Total assets 385.56 11,300.66 11,686.21 1,442.48 7,721.62 9,164.10

182 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(` in crore)
As at March 31, 2023 As at March 31, 2022
Within 12 After 12 Total Within 12 After 12 Total
months months months months
Financial liabilities
Payables
(I) Trade payables
(i) total outstanding dues of micro enterprises - - - - - -
and small enterprises
(ii) 
total outstanding dues of creditors other - - - - - -
than micro enterprises and small enterprises
(II) Other payables
(i) total outstanding dues of micro enterprises - - - - - -
and small enterprises
(ii) 
total outstanding dues of creditors other 40.71 - 40.71 4.53 - 4.53
than micro enterprises and small enterprises
Other financial liabilities 5.02 - 5.02 3.25 - 3.25
Non-financial Liabilities
Income tax liabilities (Net) 0.55 - 0.55 - - -
Deferred tax liabilities (Net) - 36.25 36.25 - 18.08 18.08
Provisions 0.14 - 0.14 - - -
Other non-financial liabilities 6.34 - 6.34 1.36 - 1.36
Disposal group held for sale - - - 210.24 - 210.24
Total liabilities 52.76 36.25 89.01 219.38 18.08 237.46
Net 332.79 11,264.41 11,597.20 1,223.10 7,703.54 8,926.64

38. FAIR VALUE MEASUREMENT

a) Financial Instruments by Category
The following table provides categorization of all financial instruments at carrying value except investments in joint venture and
associates which are carried at cost.
(` in crore)
As at March 31, 2023 At FVTPL At FVOCI Amortised Cost
Financial Assets
Investments
- Venture capital fund units 347.82 - -
- Asset held for sale 3.79 - -
Cash and Cash Equivalents - - 157.94
Bank balances other than cash and cash equivalents - - 219.52
Other financial assets - - 1.31
Total financial assets 351.61 - 378.77
Financial Liabilities
Other payables - - 40.71
Other financial liabilities - - 5.02
Total financial liabilities - - 45.73

C O N S O L I D AT E D F I N A N C I A L S | 183
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

As at March 31, 2022 At FVTPL At FVOCI Amortised Cost

Financial Assets
Investments
- Venture capital fund units 301.26 - -
Cash and Cash Equivalents - - 286.47
Bank balances other than cash and cash equivalents - - 1.55
Trade receivables - - 2.01
Other financial assets - - 1.15
Total financial assets 301.26 - 291.18
Financial Liabilities
Other payables - - 4.53
Lease liabilities - - 3.25
Total financial liabilities - - 7.78

b) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified
its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows
underneath the table.

As at March 31, 2023 (In ` crore)

Assets and liabilities measured at fair value - Note Level 1 Level 2 Level 3 Total
recurring fair value measurements
Financial assets
Financial Investments at FVTPL
- Venture capital fund units 6 - - 347.82 347.82
- Asset held for sale 29 - - 3.79 3.79
Total financial assets - - 351.61 351.61

As at March 31, 2022 (In ` crore)

Assets and liabilities measured at fair value - Note Level 1 Level 2 Level 3 Total
recurring fair value measurements
Financial assets
Financial Investments at FVTPL 6
- Venture capital fund units - - 301.26 301.26
Total financial assets - - 301.26 301.26
i) There are no transfers between levels 1, 2 and 3 during the year.
ii) The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting
period.
The Group uses the following hierarchy for determining and disclosing the fair value of financial assets by valuation
technique:
The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the
valuation technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities
(level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements).
The hierarchies used are as follows:
Level 1: Hierarchy includes financial instruments measured using quoted prices in an active market.
Level 2: The fair value of financial instruments that are not traded in an active market (such as mutual fund units) is determined
using observable market data and not the entity specific estimates. These investments are valued at closing Net Asset Value
(NAV), which represents the repurchase price at which the issuer will redeem the units from investors. Since all significant
inputs required to fair value an instrument are observable, the investments are included in Level 2.
Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in
part using a valuation model based on assumptions that are neither supported by prices from observable current market

184 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

transactions in the same instrument nor are they based on available market data.
c) Valuation technique used to determine fair value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal
(or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether
that price is directly observable or estimated using a valuation technique.
Specific valuation techniques used to value financial instruments include:
• the use of quoted market prices for listed equity instruments, future contracts and option contracts.
• the fair value of the mutual fund units is determined using observable NAV at the reporting date as declared by the issuer.
• the fair value of the venture capital units is determined using NAV at the reporting date as declared by the issuer. ^
• the fair values of derivative instruments are valued at the settlement price provided by the respective stock exchange.
• the fair value of the remaining financial instruments is determined using discounted cash flow analysis, market comparable
method and based on recent transactions.
^ Considering the illiquidity discount, the Company has provided for additional diminution over and above the NAV communicated
by the VCFs in order to appropriately reflect the fair value as on March 31, 2022.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure
fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
d) Valuation Process
In order to assess Level 3 valuations as per Group’s investment policy, the management relies on the NAVs issued by the VCF’s.
The finance team performs the above process and reports directly to the Chief Financial Officer (CFO) of the Group. Discussions of
valuation processes and results are held between the finance team and CFO on regular basis. Investment valuation is placed before
the members of the board at least once every three months which is in line with the Group’s quarterly reporting periods.
e) Fair value of financial assets and liabilities measured at amortised cost
For financial assets and financial liabilities that have a short-term maturity (less than twelve months), the carrying amounts are a
reasonable approximation of their fair value. Such instruments include, cash and bank balances, bank deposits, trade and other
receivables, other financial assets, trade and other payables, and other financial liabilities.
f) Fair value measurement using significant unobservable inputs (level 3)
The following table presents the changes in level 3 items for the years ended March 31, 2023 and March 31, 2022:

(In ` crore)
Venture Total
capital units
As at March 31, 2021 197.85 197.85
Acquisitions (net) 28.84 28.84
Gains/(losses) recognised profit and loss 74.57 74.57
As at March 31, 2022 301.26 301.26
Acquisitions (net) (25.65) (25.65)
Gains/(losses) recognised profit and loss 72.21 72.21
As at March 31, 2023 347.82 347.82

g) Valuation inputs and relationships to fair value

The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value
measurements. See (b) above for the valuation techniques adopted.
Fair value Fair value Significant Probability- Sensitivity
as at as at unobservable weighted
March 31, March 31, inputs* range
2023 2022
Whilst these investments are not traded on any market,
they are exposed to price risk in respect of their
underlying investments. 10% is the sensitivity rate used
Venture Capital Net asset when reporting price risk internally to key management’s
347.82 301.26 10%
Funds Value assessment of the possible net change in underlying
prices. A 10% increase / (decrease) in the net asset value
would increase/ (decrease) in the Groups’ gain / (loss)
by ` 26.03 crore (March 31, 2022 : ` 22.54 crore)

C O N S O L I D AT E D F I N A N C I A L S | 185
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

39. FINANCIAL RISK MANAGEMENT

39.1 Introduction
Risk management is an integral part of the business practices of the Group. The framework of risk management concentrates on
formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures.
The process of risk management is paramount to the Group and each employee is accountable for risks relating to his/her
responsibilities. The key risk management tenets adopted by the Group includes maker- checker principle and three levels of
defence (first level - employee, second level - risk team, third level - internal audit). The Group is exposed to credit risk, interest rate
risk, liquidity risk, price risk and operations risk through its business operations.
39.2 Risk management structure
The Group has set up a robust risk governance framework based on the following key principles:
• The Board has ultimate responsibility for the Group’s risk management framework. The board is principally responsible for
approving the Group’s risk related strategies and policies.
• To ensure that the Group has appropriate system of risk management and internal controls in place, the board has established
a risk committee. The risk committee assists the board in relation to the oversight and review of the Group’s risk management
principles and policies, strategies, appetite, processes and controls. The risk committee has direct access to the Group’s
management and has open communication with them.
• Policies, processes and systems are put in place for effective risk management.
• The Group’s Resources team is primarily responsible for funding and liquidity risks and is guided by the asset liability
management policy. The market risks of the Group are supervised by the asset liability committee.
• The Business team monitors project assets on regular basis and highlights pending compliances to senior management on
quarterly basis. It also conducts annual site visits and monitors financial covenants.
• Annual review of financial and operational performance of projects and their re-rating is conducted by the risk team.
• Risk management processes are also audited half yearly by internal audit and findings and recommendations are provided to
the audit committee.
39.3 Credit risk
Credit risk is the risk of suffering financial loss, should any of the Group’s customers, clients or market counterparties fail to fulfil
their contractual obligations to the Group. Credit risk arises mainly from cash and cash equivalents, deposits with banks, trade and
other receivable, loans measured at amortised cost and investment measured at FVTPL.
a) Expected credit loss methodology
Ind AS 109 outlines a ‘three-stage’ model for impairment based on changes in credit quality since initial recognition as
summarised below:
• A financial instrument that is not credit-impaired on initial recognition is classified in ‘Stage 1’ and has its credit risk continuously
monitored by the Group.
• If a significant increase in credit risk (‘SICR’) since initial recognition is identified, the financial instrument is moved to ‘Stage 2’
but is not yet deemed to be credit-impaired. Refer note 39(b)(i) below for a description of how the Group determines when a
significant increase in credit risk has occurred.
• If the financial instrument is credit-impaired, the financial instrument is then moved to ‘Stage 3’. Refer note 39(b)(i) below for
a description of how the Group defines credit-impaired and default.
• Financial instruments in Stage 1 have their ECL measured at an amount equal to the portion of lifetime expected credit losses
that result from default events possible within the next 12 months. Instruments in Stages 2 or 3 have their ECL measured based
on expected credit losses on a lifetime basis.
• A pervasive concept in measuring ECL in accordance with Ind AS 109 is that it should consider forward-looking information.
The following diagram summarises the impairment requirements under Ind AS 109:

Change in credit quality since initial recognition

Stage 1 Stage 2 Stage 3

(Initial recognition) (Significant increase in credit risk since initial (Credit-impaired assets)
recognition)
12-month expected credit losses Lifetime expected credit losses Lifetime expected credit losses

186 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

i) Significant increase in credit risk (SICR)

The Group considers a financial instrument to have experienced a significant increase in credit risk when one or more of the
quantitative, qualitative or backstop criteria have been met.
Quantitative criteria:
The borrower is more than 90 days past due on its contractual payments to be considered in default.
Qualitative criteria:
For all financial instruments held by the Group, if the borrower is on the watch list and/or the instrument meets one or more
of the following criteria:
• Significant increase in credit spread
• Significant adverse changes in business, financial and/or economic conditions in which the borrower operates
• Actual or expected forbearance or restructuring
• Actual or expected significant adverse change in operating results of the borrower
• Significant change in collateral value (secured facilities only) which is expected to increase risk of default
• Early signs of cash flow/liquidity problems such as delay in servicing of trade creditors/loans
The assessment of SICR incorporates forward-looking information and is performed on a regular basis for all financial
instruments held by the Group. In relation to financial instruments, where a watch list is used to monitor credit risk, this
assessment is performed at the counterparty level and on a periodic basis. The criteria used to identify SICR are monitored
and reviewed periodically for appropriateness by the risk committee.
ii) Policy for write-off of financial assets
All loans which in the opinion of management are not recoverable are written off. The Group may write off financial assets that
are still subject to enforcement activity. The Group still seeks to recover amounts it is legally owed in full, but which have been
written off due to no reasonable expectation of full recovery.
iii) Measuring ECL – Explanation of inputs, assumptions and estimation techniques
The Expected Credit Loss (ECL) is measured on either a 12-month (12M) or Lifetime basis depending on whether a significant
increase in credit risk has occurred since initial recognition or whether an asset is considered to be credit-impaired. Expected
credit losses are the discounted product of the probability of default (PD), exposure at default (EAD), and loss given default
(LGD), defined as follows:
PD Estimation:
- “Probability of default” (PD) is defined as the probability of whether the borrowers will default on their obligations in the
future.
• For Stage 1, 12 month PD are calculated.
• For Stage 2, Lifetime PD are calculated by considering the survival rate of the counterparty for the remaining maturity.
• For Stage 3, Lifetime PD is taken as 100%.
Exposure at default:
EAD is based on the amounts the Group expects to be owed at the time of default, over the next 12 months (12M EAD) or over
the remaining lifetime (Lifetime EAD).
Loss given default:
Loss Given Default (LGD) represents the Group’s expectation of the extent of loss on a defaulted exposure. LGD varies by
type of counterparty, type and seniority of claim and availability of collateral or other credit support. LGD is expressed as a
percentage loss per unit of exposure at the time of default (EAD). LGD is calculated on a 12-month or lifetime basis, where
12-month LGD is the percentage of loss expected to be made if the default occurs in the next 12 months and Lifetime LGD is
the percentage of loss expected to be made if the default occurs over the remaining expected lifetime of the loan.
The 12-month and lifetime LGDs are determined based on the factors which impact the recoveries made post default. These
vary by product type and security coverage.
In case of re-financing of operating road project, the Group enters into a tripartite agreement with the concessionaire and
NHAI/any other project authority for ensuring a compulsory buyout with termination payments. The LGD for road project
loans is taken as nil since the entire credit exposure arising out of loan agreement is secured by way of tripartite agreement
with Government authorities.

C O N S O L I D AT E D F I N A N C I A L S | 187
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

ECL computation:
The ECL is determined by projecting the PD, LGD and EAD for each future month and for each individual exposure or collective
segment. These three components are multiplied together and adjusted for the likelihood of survival (i.e. the exposure has not
prepaid or defaulted in an earlier month).
There have been no significant changes in estimation techniques or significant assumptions made during the reporting period.
b) Credit risk exposure
(i) Trade and other receivables
Concentrations of credit risk with respect to trade and other receivables are limited, due to the customer base being
limited. All trade receivables are reviewed and assessed for default on a individual basis. Historical experience of collecting
receivables of the Group is supported by low level of past default and hence the credit risk is perceived to be low.
The following table explains the changes in the loss allowance on trade and other receivables between the beginning and
at the end of the annual period due to various factors:

(` in crore)
Loss allowance as at March 31, 2021 5.90
Add/(less): changes during the year (5.90)
Loss allowance as at March 31, 2022 -
Add/(less): changes during the year -
Loss allowance as at March 31, 2023 -

39.3.1 Other financial assets

The Group has credit risk exposure in cash and cash equivalents, deposits with banks, and other financial assets. Cash and cash
equivalents and bank deposits are held with only high rated banks/financial institutions only, therefore credit risk is perceived to be
low. The Group has no significant concentration of credit risk.
39.4 Liquidity risk
Liquidity risk is defined as the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities
that are settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the Group might
be unable to meet its payment obligations when they fall due as a result of mismatches in the timing of the cash flows under both
normal and stress circumstances. To limit this risk, management has adopted a policy of managing assets with liquidity in mind and
monitoring future cash flows. The Group has developed internal control processes for managing liquidity risk.
Prudent liquidity risk management implies maintaining sufficient cash and liquid investments. The Group maintains investments in
highly marketable securities that are assumed to be easily liquidated in the event of an unforeseen interruption in cash flow.
The table below summarises the maturity profile of the undiscounted cash flows of the Group’s financial liabilities balance sheet
date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their
carrying balances as the impact of discounting is not significant.
(` in crore)

As at March 31, 2023 Within 12 More than Total

months 12 months
Financial liabilities
Trade payables 40.71 - 40.71
Other financial liabilities 5.02 - 5.02
Total undiscounted financial liabilities 45.73 - 45.73

As at March 31, 2022 Within 12 More than Total

months 12 months
Financial liabilities
Trade payables 4.53 - 4.53
Other financial liabilities 3.25 - 3.25
Total undiscounted financial liabilities 7.78 - 7.78

39.5 Market Risk

Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market
variables such as interest rates, foreign exchange rates and prices.

188 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

39.5.1 Interest Rate Risk - Investment in debt oriented mutual fund

Interest rate risk is the risk where the Group is exposed to the risk that the fair value or future cash flows of its financial instruments
will fluctuate as a result of a changes in market interest rates.
The Group is exposed to interest rate risk from investments held in debt oriented mutual fund units. These funds invests in debt
securities. Sensitivity analysis for exposure to interest rate risk in case of units backed by debt securities is not disclosed as there
are no investments outstanding as on March 31, 2023 and March 31, 2022.
39.5.2 Price risk
Price risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market prices caused by factor
affecting all similar instruments traded in the market.
The price risk arises due to uncertainties about the future Net Asset Values (NAV)/market price of investments. To manage its
price risk arising from investments, the Group diversifies its investment portfolio. Diversification is done in accordance with the
guidelines set by the Group’s-Risk Management Policies as approved by the Board of Directors.
The Group’s exposer to the price risk arises from investment in equity instrument classified as FVTPL or FVOCI, investments
in units of equity-oriented mutual funds, venture capital funds, debt securities and derivative contracts (i.e. equity options and
futures) measured at FVTPL as at reporting date. The following table explains Group’s exposure to price risk is as follows:
39.5.2.1 Exposure

(` in crore)
As at As at
March 31, 2023 March 31, 2022
Investment in venture capital fund units 347.82 301.26

Total 347.82 301.26

39.5.2.2 Sensitivity
The table below summarises the impact of increases/decreases of the benchmark on the Group’s equity and profit for the period:

Impact on profit after tax(1) Impact on OCI(1)

Year ended Year ended Year ended Year ended
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Investment in Venture Capital Units
Benchmark: Increase 100 bps (previous year 100 bps) 26.03 22.54 - -
Benchmark: Decrease 100 bps (previous year 100 bps) (26.03) (22.54) - -
(1)
Profit for the period would increase/ (decrease) as a result of gains/(losses) on investments classified as at fair value through
profit or loss. Other components of equity would increase/(decrease) as a result of gains/(losses) on investments classified as at
fair value though other comprehensive income.
39.5.3 Foreign currency risk:
The Group does not have any foreign currency exposures in respect of financial assets and financial liabilities as at the balance
sheet date. This mitigates the foreign currency risk exposure for the Group.
40. Employee share based payments
a) IDFC Limited - Employee stock option scheme (equity settled):
The Group has introduced IDFC Employee Stock Option Scheme to enable the employees of the all the Group companies participate in
the future growth and financial success of the IDFC Group. The scheme is in compliance with the SEBI (Share Based Employee Benefits)
Regulations, 2014. The ESOS provides for grant of stock options to employees [including employees of subsidiary companies and IDFC FIRST
Bank Limited (an associate of the Company)] to acquire equity shares of the Company, that will vest in a graded manner and that are to be
exercised within a specified period.
The fair value of options granted to the employees of the Group under the ESOS is recognised as an employee benefits expense with a
corresponding increase in share option outstanding account under other equity. However, the fair value of options granted to the employees
of associate of the Group is recognised as an increase in the investment in associate and a credit to share option outstanding account under
other equity as per the Group share based payment guidance under Ind AS 102.
Options are granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary equity
share of the Company. The options granted will vest upon the completion of service condition as specified in scheme in graded manner.
Vested options are exercisable for the period of five years after the vesting.

C O N S O L I D AT E D F I N A N C I A L S | 189
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Set out below is a summary of options granted under the plan:

Year ended March 31, 2023 Year ended March 31, 2022
Average Number Average Number
exercise price of options exercise price of options
Opening balance 55.11 3,846,498 56.82 10,604,778
Granted during the year - - 53.60 1,200,000
Exercised during the year 54.76 (3,548,494) 49.84 (77,626)
Forfeited during the year 60.35 (28,966) 89.21 (418,690)
Lapsed/expired during the year 59.22 (269,038) 55.44 (7,461,964)
Closing balance - - 55.11 3,846,498
Vested and exercisable - - 55.80 2,646,498
Unvested - - 53.60 1,200,000
The weighted average share price at the date of exercise of options exercised during the year ended March 31, 2023 was ` 54.76
(preceding year ` 49.84).
Share options outstanding at the end of the year have the following expiry date and exercise prices:

Grant date Expiry date Exercise price Outstanding as at Outstanding as at

March 31, 2023 March 31, 2022
05-Oct-15 18-Apr-17 to 05-Oct-23 60.35 - 809,270
05-Feb-16 05-Feb-22 to 05-Feb-24 41.15 - 210,000
29-Apr-16 14-Jul-17 to 29-Apr-23 43.40 - 70,000
26-Jul-16 14-Jul-17 to 26-Jul-23 53.90 - 111,128
14-Sep-16 14-Sep-22 to 14-Sep-24 59.20 - 100,000
14-Mär-17 14-Mar-23 to 14-Mar-25 51.85 - 42,600
09-May-17 31-May-18 to 09-May-24 63.25 - 103,500
27-Apr-18 27-Apr-23 55.40 - 1,200,000
10-May-21 09-May-25 53.60 - 1,200,000
Total - 3,846,498
Weighted average remaining contractual life of options outstanding at end
- 2.32
of period
Fair value of options granted:
The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of
the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the
risk free interest rate for the term of the option.
12,00,000 ESOPS were granted during the year ended March 31, 2022.
The Assumptions used in the model are as follows:

Sr. Variables Year ended Year ended

No. March 31, 2023 March 31, 2022
1 Risk Free Interest Rate - 4.71%
2 Expected Life - 2.50
3 Expected Volatility - 50.28%
4 Dividend Yield - 0.00%
5 Price of the underlying share in market at the time of the option grant.(`) - 53.60

b) IDFC AMC - Employee stock option scheme (cash settled):

(i) IDFC Asset Management Company Limited (“IDFC AMC”), a subsidiary of IDFC group, introduced IDFC AMC Employee Stock
Option Scheme, 2020 (“ESOS 2020”) to enable the employees of IDFC AMC to participate in the future growth and financial
success of the IDFC AMC. The scheme restricts the transferability of shares exercised by the employees. IDFC Financial
Holding Company Limited (Holding Company of IDFC AMC) will have right to buyback the shares from the employees as per
the terms of the scheme. After applying the guidance under Ind AS 102 - Group share based payments, the said employee
stock option scheme is classified as “Cash settled share based payments” in the consolidated financial statements of the
Group.

190 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Set out below is a summary of options granted under the plan:

Year ended March 31, 2023 Year ended March 31, 2022
Average Number of Average Number of
exercise options exercise options
price (`) price (`)
Opening balance 699 602,000 699 604,000
Granted during the year - - 1,280 27,500
Exercised during the year 699 (487,500) - -
Forfeited during the year 699 (63,000) 699 (29,500)
Lapsed/expired during the year - - - -
Transferred on account of sale to 699 (51,500) - -
Bandhan consortium
Closing balance - - 726 602,000
Vested and exercisable - - - -

Share options outstanding at the end of the year have the following expiry date and exercise prices:
Grant date Expiry date Exercise Outstanding as at Outstanding as at
price March 31, 2023 March 31, 2022
January 01, 2020 01-Jan-28 1,186 - 555,500
April 1, 2020 01-Apr-28 1,443 - 7,500
October 1, 2020 01-Oct-28 699 - 11,500
September 1, 2021 01-Sep-28 699 - 17,500
December 1, 2021 01-Dec-28 699 - 10,000
Total - 602,000
Weighted average remaining contractual life of options outstanding -
5.86
at end of period
(ii) IDFC Asset Management Company Limited (“IDFC AMC”), a subsidiary of IDFC group, introduced Employee Stock Option
Scheme, 2017 (“ESOS - 2017”) to enable the employees of IDFC AMC to participate in the future growth and financial success
of the IDFC AMC. The scheme restricts the transferability of shares exercised by the employees. IDFC Financial Holding
Company Limited (Holding Company of IDFC AMC) will have right to buyback the shares from the employees as per the terms
of the scheme. After applying the guidance under Ind AS 102 - Group share based payments, the said employee stock option
scheme is classified as “Cash settled share based payments” in the consolidated financial statements of the Group.

Set out below is a summary of options granted under the plan:

Year ended March 31, 2023 Year ended March 31, 2022
Average Number of Average Number of
exercise options exercise options
price (`) price (`)
Opening balance 965 365,680 965 387,960
Granted during the year - - - -
Exercised during the year 965 (357,390) 965 (1,600)
Forfeited during the year 965 (8,290) 965 (20,680)
Lapsed/expired during the year - - - -
Closing balance - - 965 365,680
Vested and exercisable - - 965 365,680

C O N S O L I D AT E D F I N A N C I A L S | 191
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Share options outstanding at the end of the year have the following expiry date and exercise prices:
Grant date Expiry date Exercise Outstanding as at Outstanding as at
price March 31, 2023 March 31, 2022
09-Sep-17 09-Sep-25 965 - 346,260
06-Nov-17 06-Nov-25 965 - 9,420
11-Apr-18 11-Apr-26 965 - 10,000
Total - 365,680
Weighted average remaining contractual life of options outstanding
- 3.47
at end of period

c) IDFC FIRST Bank Limited - Employee stock option scheme (equity settled)
IDFC FIRST Bank Limited (earlier known as IDFC Bank Limited), an associate of the Group, got demerged from the IDFC Limited
under the sanctioned scheme of arrangement in October 2015. Pursuant to Scheme of Demerger, IDFC FIRST Bank Limited has
allotted certain employee stock option over its shares to the employees of the IDFC Group. The employee share based payments
arrangement between the Group and its associate is outside the scope of Ind AS 102 - Group share based payment arrangement,
as associate is not a part of the same group. However, under Ind AS 8, the Group has taken a policy choice to account the said
employee share based payments arrangement as per the provisions of Ind AS 102.
Applying Ind AS 102 - Group share based payments arrangement guidance, the fair value of options granted to the employees of
the Group is recognised as an employee benefits expense with a corresponding decrease in investment in associate.
d) Expense arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense
were as follows:
(` in crore)
Year ended Year ended
March 31, 2023 March 31, 2022
IDFC Limited - Employee stock option scheme (equity settled) 0.24 2.01
IDFC FIRST Bank Limited - Employee stock option scheme (equity settled) (2.34) (0.47)
Total (2.10) 1.54

192 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 41. INTEREST IN OTHER ENTITIES
a) Subsidiaries
The Group’s subsidiaries at March 31, 2023 are set out below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held
directly by the group, and the proportion of ownership interests held equals the voting rights held by the group.

Ownership interest Ownership interest

held by Group (%) held by non-controlling
Place of interests (%)
incorporation As at As at As at As at
Principal and principle March 31, March 31, March 31, March 31,
Name of entity activities business 2023 2022 2023 2022
IDFC AMC Trustee Company Limited # (upto Trusteeship services India - 100% - -
January 31, 2023)
IDFC Asset Management Company Limited * # Asset management services India - 99.96% - 0.04%
(upto January 31, 2023)
IDFC Financial Holding Company Limited Non operating NBFC India 100% 100% - -
IDFC Investment Managers (Mauritius) Limited # Asset management services Mauritius - 99.96% - 0.04%
(upto January 31, 2023)
IDFC IEH Conservative Fund # (upto October AIF Category III Fund India - 69.54% - 30.46%
06, 2022)
India Multi Avenues Fund Limited # (upto Investing India - 99.96% - 0.04%
January 31, 2023)
IDFC Foundation** (upto October 27, 2022) Not-for-profit organization India - 100% - -

* IDFC Asset Management Company Limited (“IDFC AMC”) launched Employee Stock Option Scheme - ESOS 2017 and ESOS 2020. Maximum aggregate number
of employee stock options that may be awarded under both schemes combined are 5% of outstanding issued equity shares of IDFC AMC. There was an
employee who was granted 1,600 shares and the same were exercised in the preceding year. Since 100% equity was not held by the Group, IDFC AMC was not
NOTES TO CONSOLIDATED FINANCIAL STATEMENT

considered as ‘wholly owned subsidiary” in the preceding year.

** The subsidiary was limited by shares formed under Section 25 of the Companies Act, 1956, now section 8 of the Companies Act, 2013. No dividend can be
proposed and paid to the shareholders by these companies. In the event of winding up or dissolution of these companies, after the satisfaction of all its debts
and liabilities, any property whatsoever shall be given or transferred to some other institution(s) having object similar to the objects of these companies, to be
determined by the members of the these companies at or before the time of dissolution or in default thereof by the High Court. The carrying amount of the
assets and liabilities included within the consolidated financial statements to which these restrictions apply is as on March 31, 2022 is ` 11.71 Crores

# Investments are classified as Held for Sale.

FOR THE YEAR ENDED MARCH 31, 2023

C O N S O L I D AT E D F I N A N C I A L S | 193
 b) Interest in associates and joint ventures
Set out below are the associates and joint ventures of the group as at March 31, 2023 which, in the opinion of the directors, are material to the group. The entities
listed below have share capital consisting solely of equity shares, which are held directly by the group.
Name of entity % of ownership interest Relationship Accounting Quoted fair value Carrying value
Method
As at As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31, March 31,
2023 2022 2023 2022 2023 2022
IDFC First Bank Limited (Refer note (i) 39.99% 36.49% Associate Equity Method 14,568.64 9,007.68 10,872.80 7,401.21
below)
Novopay Solutions Private Limited# (till - 23.83% Associate Equity Method - -* - -
August 31, 2022)

194 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
Jetpur Somnath Tollways Private Limited# 26.00% 26.00% Associate Equity Method -* -* - -
Delhi Integrated Multi - Modal Transit System - 50.00% Joint Venture Equity Method - -* - -
Limited ^ (till October 27, 2022)
Infrastructure Development Corporation - 49.49% Joint Venture Equity Method - -* - -
(Karnataka) Limited ("iDeck") ^ (till October
27, 2022)
Total equity accounted investments 14,568.64 9,007.68 10,872.80 7,401.21

# Amount in the associate is impaired and stands at Nil value.

* Note: Unlisted entity - no quoted price available.
^ Amount in the Joint Venture stands at Nil value as Group held these investments through IDFC Foundation, section 8 Company, through which no repatriation
can be done to the Group.
(i) For impairment assessment refer note 1 p) i) of significant accounting policies.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT

(ii) IDFC FIRST Bank Limited is taken on consolidated basis. It includes IDFC FIRST Bharat Limited (subsidiary) and Millennium City Expressways Private Limited
(associate).
(iii) iDeck includes India PPP Capacity Building Trust, subsidiary of the iDeck
FOR THE YEAR ENDED MARCH 31, 2023
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

i) Commitments and contingent liabilities in respect of associates and joint ventures (In ` crore)
As at As at
March 31, 2023 March 31, 2022
Contingent liabilities – associates
Derivative and non-fund based exposure 142,701.30 75,211.93
Total commitments and contingent liabilities 142,701.30 75,211.93

ii) Summarised financial information for associates i.e. IDFC FIRST Bank Limited
The tables below provide summarised financial information for those associates that are material to the group. The information
disclosed reflects the amounts presented in the financial statements of the relevant associates and not IDFC Limited’s share of
those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair
value adjustments made at the time of acquisition and modifications for differences in accounting policies.
(In ` crore)
Summarised balance sheet IDFC FIRST Bank Limited
As at As at
March 31, 2023 March 31, 2022
Total assets 249,636.25 200,607.92
Total liabilities 224,646.89 180,653.65
Net Assets 24,989.36 19,954.27

(In ` crore)
Reconciliation to carrying amounts IDFC FIRST Bank Limited
As at As at
March 31, 2023 March 31, 2022
Opening Net Assets 19,954.27 16,489.54
Profit / (loss) during the year 2,611.16 20.01
Other comprehensive income for the year 92.73 348.13
Equity shares issued during the year (including share premium) 2,280.25 3,048.32
Other reserve movement 50.95 48.27
Closing net assets 24,989.36 19,954.27
Group's Share in % 39.99% 36.49%
Group's Share in ` 9,993.25 7,281.31
Excess of purchase cost over proportionate net assets (for additional 666.08 695.38
stake acquired during the year)
Change due to change in holding 213.47 575.48
Carrying Amount 10,872.80 7,401.21

(In ` crore)
Summarised statement of profit and loss IDFC FIRST Bank Limited
As at As at
March 31, 2023 March 31, 2022
Total Income 15,824.55 11,805.45
Profit / (loss) for the year 2,611.16 20.01
Other comprehensive income 92.73 348.13
Total comprehensive income 2,703.89 368.14

(In ` crore)
Breakup of Other Comprehensive Income IDFC FIRST Bank Limited
As at As at
March 31, 2023 March 31, 2022
Other Comprehensive Income / (loss) to the extent not to be reclassified to Profit or Loss 245.86 50.70
Other Comprehensive Income/ (loss) to the extent that may be reclassified to Profit or Loss (153.13) 297.43
Total Other Comprehensive Income/ (Loss) 92.73 348.13

C O N S O L I D AT E D F I N A N C I A L S | 195
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

iii) Amount recognised in the statement of profit and loss (In ` crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Share of profit / (loss) from associates 1,011.95 134.33
Share of loss from joint ventures * - (105.60)
Total share of profits / (loss) from associates and joint ventures 1,011.95 28.73
* Disclosed under profit/(loss) from discontinued operations

iv) Unrecognized share of loss of an associate (In ` crore)

As at As at
March 31, 2023 March 31, 2022
Unrecognised share of loss of an associate:
- Novopay Solutions Private Limited and Jetpur Somnath Tollways Private Limited
Opening balance of unrecognised share of loss (141.01) (140.16)
Share in Profit/ (loss) during the period 0.79 0.85
Closing balance of unrecognised share of loss (140.22) (141.01)
The Group has absorbed the share of losses in Jetpur Somnath Tollways Private Limited only to the extent of its investment value.
After the dilution in stake of Novopay during FY 22-23, NSPL is no longer an associate of the Group. Hence the closing balance of
unrecognised share of loss pertains to JSTPL as on March 31, 2023. Investment in Novopay Solutions Private Limited is impaired
and stands at Nil value as on March 31, 2022.

v) Unrecognized share of losses of Joint Venture (In ` crore)

As at As at
March 31, 2023 March 31, 2022
Unrecognised share of loss of Joint Venture:
- Delhi Integrated Multi Modal Transit System Ltd. and Infrastructure Development
Corporation Limited
Opening balance of unrecognised share of loss (118.16) -
Reversal of profits of Joint Ventures till previous year 118.16 (105.60)
Share in Profit/ (loss) during the period - (12.56)
Closing balance of unrecognised share of loss - (118.16)

42. 
DISCLOSURE OF ADDITIONAL INFORMATION PERTAINING TO THE PARENT, SUBSIDIARY AND JOINT VENTURE COMPANIES AS PER
SCHEDULE III OF THE COMPANIES ACT, 2013 AS ON MARCH 31, 2023
Name of the entity in the group Net Assets, i.e., total Share in profit and loss Share in other Share in total
assets minus total liabilities comprehensive income comprehensive income
As % of (In ` As % of (In ` As % of (In ` As % of (In `
consolidated crore) consolidated crore) consolidated crore) consolidated crore)
net assets profit or Loss other total
comprehensive comprehensive
Income income
Holding Company
IDFC Limited 82.53 9,570.64 47.81 2,029.10 (0.26) (0.10) 47.37 2,029.00
Indian subsidiary companies
IDFC AMC Trustee Company Limited (upto
- - 0.00 0.02 (0.01) (0.00) 0.00 0.02
January 31, 2023)
IDFC Asset Management Company Limited
- - 2.06 87.61 3.89 1.53 2.08 89.14
(upto January 31, 2023)
IDFC Financial Holding Company Limited 93.32 10,822.44 76.99 3,267.25 - - 76.28 3,267.25
IDFC Foundation (upto October 27, 2022) - - 0.00 0.06 - - 0.00 0.06
India Multi Avenues Fund Limited (upto
- - - - - - - -
January 31, 2023)
Foreign subsidiary companies
IDFC Investment Managers (Mauritius)
- - (0.01) (0.47) - - (0.01) (0.47)
Limited (upto January 31, 2023)
Indian associate companies
IDFC FIRST Bank Limited (formerly known
93.75 10,872.80 22.95 974.18 96.37 37.78 23.61 1,011.96
as IDFC Bank Limited)
Jetpur Somnath Tollways Private Limited - - - - - -
Total (A) 269.60 31,265.88 149.81 6,357.76 100.00 39.21 149.35 6,396.96

196 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

Name of the entity in the group Net Assets, i.e., total Share in profit and loss Share in other Share in total
assets minus total liabilities comprehensive income comprehensive income
As % of (In ` As % of (In ` As % of (In ` As % of (In `
consolidated crore) consolidated crore) consolidated crore) consolidated crore)
net assets profit or Loss other total
comprehensive comprehensive
Income income
a) Adjustment arising out of
consolidation
Intercompany Eliminations (169.60) (19,668.68) (49.80) (2,113.86) - - (49.35) (2,113.86)
b) Non-controlling interests
- IDFC Asset Management Company
- - 0.00 0.04 - - 0.00 0.04
Limited (upto January 31, 2023)
Total (B) (169.60) (19,668.68) (49.81) (2,113.82) - - (49.35) (2,113.82)

Total (A) + (B) 100.00 11,597.20 100.00 4,243.93 100.00 39.21 100.00 4,283.14

42. DISCLOSURE OF ADDITIONAL INFORMATION PERTAINING TO THE PARENT, SUBSIDIARY AND JOINT VENTURE COMPANIES AS PER SCHEDULE
III OF THE COMPANIES ACT, 2013 AS ON MARCH 31, 2022
Name of the entity in the group Net Assets, i.e., total Share in profit and loss Share in other comprehensive Share in total comprehensive
assets minus total income income
liabilities
As % of (In ` crore) As % of (In ` crore) As % of (In ` crore) As % of (In ` crore)
consolidated consolidated consolidated consolidated
net assets profit or other total
Loss comprehensive comprehensive
Income income
Holding Company
IDFC Limited 106.40 9,497.38 84.75 54.50 (0.07) (0.09) 28.34 54.41
Indian subsidiary companies
IDFC AMC Trustee Company Limited 0.01 0.47 0.21 0.13 0.00 0.00 0.07 0.13
IDFC Asset Management Company
2.45 218.30 273.63 175.99 0.68 0.87 92.05 176.86
Limited
IDFC Financial Holding Company
105.84 9,448.18 453.08 291.41 - - 151.66 291.41
Limited
IDFC Foundation 0.13 11.71 (53.31) (34.29) 0.02 0.02 (17.83) (34.27)
India Multi Avenues Fund Limited - - - - - - - -
IDFC IEH Conservative fund 0.48 42.57 0.97 0.63 - - 0.33 0.63
Foreign subsidiary companies
IDFC Investment Managers (Mauritius)
0.00 0.31 (0.83) (0.53) - - (0.28) (0.53)
Limited
Indian associate companies
IDFC FIRST Bank Limited (formerly
82.91 7,401.21 11.35 7.30 99.37 127.03 69.89 134.33
known as IDFC Bank Limited)
Joint venture company
Delhi Integrated Multi - Modal Transit
- - (93.75) (60.30) - - (31.38) (60.30)
System Limited
Infrastructure Development
Corporation (Karnataka) Limited - - (70.44) (45.30) - - (23.58) (45.30)
("iDeck")
Total (A) 298.22 26,620.13 605.66 389.54 100.00 127.83 269.27 517.37
a) Adjustment arising out of
consolidation
Intercompany Eliminations (198.07) (17,680.43) (505.24) (324.96) - - (169.13) (324.96)
b) Non-controlling interests
- IDFC IEH Conservative Fund (0.15) (12.96) (0.30) (0.19) - - (0.10) (0.19)
- IDFC IEH Tactical Fund - - - - - - - -
- IDFC Asset Management
(0.00) (0.10) (0.12) (0.08) - - (0.04) (0.08)
Company Limited
Total (B) (198.22) (17,693.49) (505.66) (325.23) - - (169.27) (325.23)
Total (A) + (B) 100.00 8,926.64 100.00 64.31 100.00 127.83 100.00 192.14

C O N S O L I D AT E D F I N A N C I A L S | 197
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

43. RELATED PARTY TRANSACTIONS

a) Subsidiaries
Direct (subsidiaries of parent):
IDFC Foundation (upto October 27, 2022)
IDFC Financial Holding Company Limited
Indirect subsidiaries:
IDFC Asset Management Company Limited (upto January 31, 2023)
IDFC AMC Trustee Company Limited (upto January 31, 2023)
IDFC Investment Managers (Mauritius) Limited (upto January 31, 2023)
India Multi Avenues Fund Limited (upto January 31, 2023)
IDFC IEH Conservative Fund (upto October 06, 2022)
b) Joint ventures Indirect subsidiaries:
Delhi Integrated Multi-Modal Transit System Limited (upto October 27, 2022)
Infrastructure Development Corporation (Karnataka) Limited (upto October 27, 2022)
India PPP Capacity Building Trust (upto October 27, 2022)
c) Associates Direct:
Novopay Solutions Private Limited (upto August 31, 2022)
Indirect subsidiaries:
IDFC FIRST Bank Limited
IDFC FIRST Bharat Limited
Millennium City Expressways Private Limited
Jetpur Somnath Tollways Private Limited
d) Key management personnel
Mr. Sunil Kakar - Managing Director & CEO (upto September 30, 2022)
Mr. Mahendra N. Shah - Managing Director (w.e.f. October 01, 2022)
Mr. Bipin Gemani - Chief Financial Officer
Mr. Vinod Rai - Independent director (upto May 24, 2021)
Mr. Vinod Rai -Non Independent director (wef May 25, 2021 upto September 22, 2021)
Ms. Ritu Anand - Independent director (upto August 15, 2022)
Mr. Ajay Sondhi - Independent director
Ms. Anita Belani - Independent Director (w.e.f November 09, 2021)
Dr. Jaimini Bhagwati - Independent director (w.e.f. May 25, 2021)
Mr. Anil Singhvi - Independent director (w.e.f. May 25, 2021)
e) Key management personnel compensation

(In ` crore)
Year ended Year ended
March 31, 2023 March 31, 2022
Short-term employee benefit* 11.66 5.48
Long-term employee benefit 0.57 0.62
Total 12.23 6.10
*Includes ESOP perquisite of ` 5.92 crores (previous year Nil)
Sitting fees and Commission to directors has been disclosed as “Directors’ Sitting Fees” & “Commission to Directors”
under “other expenses” in note 26.

198 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

I) The nature and volume of transactions of the Group with the above mentioned related parties are as summarised below:
(In ` crore)
Associates / Associates / Key Key
JV’s / Others JV’s / Others Management Management
Personnel Personnel
2023 2022 2023 2022
INCOME
Interest 23.66 0.34 - -
Sitting fees received 0.01 0.04 - -

EXPENDITURE
Remuneration paid (other than directors sitting - - 12.23 6.10
fees & commission to directors)
Shared service cost - 0.32 - -
Lease rent - 0.05 - -

ASSETS / TRANSACTIONS
Current account balance 4.37 66.71 - -
Fixed deposits placed 5,842.65 316.99 - -
Fixed deposits matured 5,683.30 93.29 - -
Fixed deposits - Balance outstanding 373.05 223.70 - -
Interest accrued on deposits 1.06 0.14 - -
Other receivables - 0.02 - -
Outstanding Preference investment 89.55 89.55 - -
Outstanding Equity investment 10,593.40 8,462.93 - -

44 The disclosure on the following matters required under Schedule III as amended on March 24, 2021 not being relevant or
applicable in case of the Group, same are not covered:

(i) The Group has not traded or invested in crypto currency or virtual currency during the financial year.

(ii) No proceedings have been initiated or are pending against the Group for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(iii) The Group has not been declared willful defaulter by any bank or financial institution or government or any government
authority.

(iv) No satisfaction of charges are pending to be filed with ROC.

(v) There are no transactions which are not recorded in the books of account which have been surrendered or disclosed as income
during the year in the tax assessments under the Income Tax Act, 1961.
(vi) The Holding Company had entered into scheme of arrangement, details of which are disclosed in Note 1A. As approval from
RD is still pending, no accounting impact has been given in current or previous financial year. The Holding Company filed
petition with National Company Law Tribunal (NCLT) – Chennai and NCLT has passed the order on November 22, 2022 in favor
of the Holding Company.
(vii) There have been no revaluation of Plant, Property and Equipment during the current year.
(viii) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
group (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(ix) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(x) The Group has not advanced any loans or advances in the nature of loans to specified persons viz. promoters, directors, KMPs,
related parties; which are repayable on demand or where the agreement does not specify any terms or period of repayment.

C O N S O L I D AT E D F I N A N C I A L S | 199
NOTES TO CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2023

(xi) The Company has not entered into any transaction with Struck off Companies other than those stated below:.

Name of struck off Company Nature of transactions with Balance outstanding Balance outstanding
struck-off Company (No.of shares as on (No.of shares as on
March 31, 2023) March 31, 2022)
Arpita Trading Shares of parent entity - 4,500
Jalan Holdings Private Limited held by struck off company - 1,500
Safna Consultancy Pvt Ltd 500 500
Yogesh Investment Pvt.ltd. 200 200
Vinayak Consulting Private Limited 10 10
Kothari Intergroup Ltd. 2 2
Vaishak Shares Limited 1 1
Dreams Broking Pvt Ltd 1 1
Avni Financial Advisors Private Limited 400 -
Siddha Papers Private Limited 25 -
Binodini Projects Limited 15 -

45. OTHER DISCLOSURES:

(i) The Group did not have any long term contracts including derivative contracts for which there are any material losses.

46. Previous year numbers have been regrouped / rearranged wherever necessary, in order to make them comparable. There are no
significant regrouping / reclassification during the year.

For KKC & Associates LLP For and on behalf of the Board of Directors of
(formerly Khimji Kunverji & Co LLP) IDFC Limited
Chartered Accountants CIN: L65191TN1997PLC037415
Firm Registration No. 105146W/ W100621
Anil Singhvi Mahendra N. Shah
Devang Doshi Non-Executive Chairman Managing Director
Partner (DIN: 00239589) (DIN: 00124629)
Membership Number: 140056
Shivangi Mistry Bipin Gemani
Company Secretary Chief Financial Officer
(ACS: 52174) (PAN: AACPG6412A)

Mumbai, May 04, 2023

200 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
 IDFC
FINANCIAL HOLDING
COMPANY LIMITED

CIN U65900TN2014PLC097942

DIRECTORS Mr. Vishwavir Saran Das

(Chairman)
Ms. Sudha Krishnan
Ms. Anita Belani
Mr. Ajay Sondhi

AUDITORS V. C. Shah & Co,

Chartered Accountants, LLP

PRINCIPAL IDFC FIRST Bank Limited

BANKER

REGISTERED 4th Floor, Capitale Tower,

OFFICE 555 Anna Salai,
Thiru Vi Ka Kudiyiruppu,
Teynampet, Chennai - 600 018
TEL: +91 44 4564 4201 / 4202 / 4223

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 201
BOARD’S REPORT
TO THE MEMBERS
Your Directors have pleasure in presenting the Ninth Annual Report together with the audited financial statements for the year ended
March 31, 2023.

OPERATIONS REVIEW
IDFC Financial Holding Company Limited (“IDFC FHCL” or “the Company”) is a non-operative financial holding Company registered with
RBI and holds investments in IDFC FIRST Bank Limited (“IDFC FIRST Bank” or “the Bank”).

FINANCIAL HIGHLIGHTS (RS. IN LACS)

FOR THE YEAR ENDED FOR THE YEAR ENDED
MARCH 31, 2023 MARCH 31, 2022

Total Income 367,631 34,054

Less: Total Expenses 4,192 672
Profit before Tax 363,439 33,382
Less: Provision for Tax 36,714 4,241
Profit after Tax 326,725 29,141

AMOUNT TO BE CARRIED FORWARD TO RESERVES

The details of amount transferred to reserves are given in note no. 11B of the Notes forming part of the financial statements.

DIVIDEND
During the year, the Directors do not recommend any dividend for the financial year ended March 31, 2023. The Company is a wholly
owned subsidiary of IDFC Limited (“IDFC”). The Company declared and paid interim dividend amounting to Rs. 170/- crores (gross) on
April 06, 2022 and Rs. 1,760/- crores (gross) on January 31, 2023.

HOLDING, SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has one holding and two associates, as on date which are given below:

SR. NO. NAME OF THE COMPANY DIRECT / INDIRECT % OF SHAREHOLDING

Holding Company
i. IDFC Limited Direct 100.00
Associates
i. IDFC FIRST Bank Limited Direct 39.99
ii. IDFC FIRST Bharat Limited Indirect through IDFC FIRST Bank 39.99
A statement containing salient features of the financial statement and all other requisite details of the aforesaid subsidiary company in
the format AOC-I shall form part of this report.

IDFC ASSET MANAGEMENT COMPANY LIMITED AND IDFC AMC TRUSTEE COMPANY LIMITED
The Board of Directors of IDFC and the Board of Directors of IDFC FHCL at their respective meetings held on April 06, 2022, had inter
alia considered binding bids received in connection with divestment of IDFC Asset Managment Company Limited (“IDFC AMC”) along
with IDFC AMC Trustee company Limited (“IDFC AMC Trustee”) and had approved sale of the entire shareholding of IDFC AMC and IDFC
AMC Trustee held by IDFC FHCL to a consortium comprising of Bandhan Financial Holding Limited, Lathe Investment Pte. Ltd. (affiliate
of GIC), Tangerine Investments Limited and Infinity Partners (affiliates of ChrysCapital). On July 07, 2022, the Shareholders through
postal ballot had approved the divestment/ sale/ disposal of the IDFC AMC (material subsidiary of IDFC Limited) and IDFC AMC Trustee.
The aforesaid transaction completed on January 31, 2023 after receipt of all necessary regulatory approvals and completion of mutually
agreed closing related actions. On sale of IDFC AMC, IDFC FHCL (a wholly owned subsidiary of IDFC Limited) received sale consideration
of INR 4,490.50 crore. The sale proceeds of Rs. 4,490.50 crore were utilised to:
(a) pay income tax of approx. Rs. 350.00 crore;
(b) subscribe to preferencial offer made by IDFC FIRST Bank @ Rs. 58.18 per share to take our holding in IDFC FIRST Bank from 36.4%
to 39.99%, Rs. 2,200.00 crore;
(c) pay dividend to IDFC’s Shareholders Rs. 1,760.00 crore.
As a result of the sale, IDFC AMC and IDFC AMC Trustee Company ceased to be Subsidiaries of IDFC FHCL. Subsequently, on April
19, 2023 name has been changed from IDFC Asset Management Company Limited to Bandhan AMC Limited and IDFC AMC Trustee
Company Limited to Bandhand Mutual Fund Trustee Limited.
PROPOSED MERGER OF IDFC, IDFC FHCL AND IDFC FIRST BANK
The Boards of IDFC, IDFC FHCL and IDFC FIRST Bank at their respecting meetings held on December 30, 2021 have accorded in-
principle approval to merge IDFC and IDFC FHCL with IDFC FIRST Bank. The Board of directors at its meeting held on March 18, 2023
approved: (a) Appointment of SSPA & CO., Chartered Accountants as registered valuer for recommendation of fair share exchange ratio
(b) Appointment of Axis Capital Limited for issuance of fairness opinion on the share exchange ratio (c) Appointment of Cyril Amarchand
Mangaldas - Law Firm for conducting due diligence, drafting and finalizing scheme of amalgamation and filing regulatory applications.
Based on recommendations and report of the Audit Committee and the Independent Directors’ Committee, the Board of Directors of
IDFC and IDFC FHCL, at their respective meetings held on July 3, 2023, have Inter alia, approved a composite Scheme of Amalgamation,

202 | IDFC ANNUAL REPORT 2022–23

BOARD’S REPORT
(“the Scheme”) which inter alia envisages the amalgamation of: (i) IDFC FHCL into and with IDFC; and (ii) IDFC into IDFC FIRST Bank,
and their respective shareholders, under Sections 230 to 232 of the Act and other applicable laws including the rules and regulations
(“Proposed Transaction”).
The Scheme is subject to the receipt of requisite approvals from: (i) the Reserve Bank of India (“RBI”), (ii) Securities and Exchange Board
of India (“SEBI”), (iii) Pension Fund Regulatory and Development Authority, (iv) Competition Commission of India (“CCI”), (v) National
Company Law Tribunal, (vi) BSE Limited and the National Stock Exchange of India Limited (collectively, the “Stock Exchanges”), and
(vii) other statutory and regulatory authorities, and the respective shareholders, under applicable law. The share exchange ratio for the
amalgamation of IDFC with and into IDFC FIRST Bank shall be 155 equity shares
(credited as fully paid up) of face value of INR 10 (Indian Rupees Ten) each of IDFC FIRST Bank for every 100 fully paid-up equity shares
of face value of INR 10 (Indian Rupees Ten) of IDFC.
As per the Scheme, (i) “Appointed date 1” means close of business hours on the day immediately preceding the Effective Date for the
merger of IDFC FHCL into and with IDFC, and (ii) “Appointed Date 2” means opening of business hours on the Effective Date for merger
of IDFC into IDFC FIRST Bank. The Scheme shall be operative from the Effective Date (as defined in the Scheme).
PREFERENTIAL ISSUE BY IDFC FIRST BANK
On March 23, 2023, IDFC FHCL had subscribed and been allotted 37,75,00, 859 (Thirty Seven Crore Seventy Five Lakh Eight Hundred and
Fifty Nine) equity shares of face value of Rs. 10/- each fully paid-up of IDFC FIRST Bank on a preferential basis at a price of Rs. 58.18/- per
equity share on payment of the application money of approx. Rs. 2,196.30 Crores (Rupees Two Thousand One Hundred Ninety Six Crore
and Thirty Lakhs only) to IDFC FIRST Bank.

PARTICULARS OF EMPLOYEES
Mr. Bimal Giri, Chief Executive Officer of the Company resigned w.e.f. December 31, 2022.

The Company does not have any employee as on March 31, 2023.

PUBLIC DEPOSITS
The Company has neither invited nor accepted any Public Deposits during the year under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provision of Section 186 of the Companies Act, 2013 are not applicable to the Company and hence, the particulars of loans, guarantees
and investments have not been given.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

There were no foreign exchange earnings or expenditure during the year under review.

PARTICULARS REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company does not carry out any manufacturing activity, the particulars regarding conservation of energy, technology
absorption and other particulars as required by the Companies (Accounts) Rules, 2014 are not applicable.

DIRECTORS & KMPs FOR FY23

The following are the Directors and KMPs of the Company:
SR. NO. NAME OF THE DIRECTOR / KMP DESIGNATION
1. Mr. Vishwavir Saran Das Chairman & Independent Director
2. Ms. Sudha Krishnan Independent Director
3. Mr. Ajay Sondhi Nominee Director
4. Ms. Anita Belani Nominee Director
5. Mr. Bimal Giri* Chief Executive Officer (till December 31, 2022)
6. Mr. Bipin Gemani Chief Financial Officer
7. Ms. Shivangi Mistry*** Company Secretary (w.e.f. Sept. 20, 2022)
8. Mr. Mahendra N Shah** Company Secretary (till Sept. 19, 2022)
*The Board of Directors of IDFC FHCL at its meeting held on December 07, 2021 had recommended the re-appointment of Mr. Bimal Giri
as the Chief Executive Officer (“CEO”) of the Company, subject to approval of the Reserve Bank of India (RBI). RBI, vide its letter dated
March 21, 2022, has communicated it’s No objection for the re-appointment of Mr. Bimal Giri as CEO of IDFC FHCL w.e.f. April 01, 2022 till
March 31, 2023. The Board of Directors of IDFC FHCL, at its meeting held on November 07, 2022 accepted the resignation of Mr. Bimal
Giri as CEO of IDFC FHCL at the close of business hours on December 31, 2022.

**The Board of Directors of IDFC FHCL, at its meeting held on September 19, 2022 accepted the resignation of Mr. Mahendra N Shah as
Company Secretary and Compliance Officer of IDFC FHCL at the close of business hours on September 19, 2022.

***Further, based on recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company appointed
Ms. Shivangi Mistry as Company Secretary and Compliance Officer of the Company w.e.f. September 20, 2022 as designated Key
Managerial Personnel in place of Mr. Mahendra N Shah.

In accordance with the Articles of Association of the Company and pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Ajay Sondhi (DIN: 01657614) would retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The
Board of Directors recommends re-appointment of Mr. Ajay Sondhi at the ensuing AGM.

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 203
BOARD’S REPORT
On June 30, 2023, the Board of Directors of IDFC FHCL, approved appointment of Mr. Mayank Goyal as the “Manager” of the Company
with immediate effect. Mr. Mayank Goyal is now designated Key Managerial Personnel in place of Mr. Bimal Giri.

DECLARATION OF INDEPENDENCE
The Company has received a declaration from IDs, at the time of their respective appointments and also at the first meeting of the Board
of Directors held in the financial year, that they meet the criteria of independence specified under sub-section (6) and (7) of Section 149
of the Act, read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and that they shall abide by the
“Code for Independent Directors” as per Schedule IV of the Act.

BOARD MEETINGS
During FY23, the Board met Nine times and gap between two consecutive board meetings was less than one hundred and twenty days.
The dates of the meetings were: April 06, 2022; May 20, 2022; August 04, 2022; September 19, 2022; November 07, 2022; January 31,
2023; February 06, 2023; February 27, 2023; and March 18, 2023. The composition of the Board is in compliance with the Companies Act,
2013. Attendance details of the Board Meeting are given in table below:

ATTENDANCE DETAILS OF BOARD OF DIRECTORS FOR FY23

NO. OF MEETINGS NO. OF MEETINGS
NAME OF THE DIRECTOR DIN POSITION HELD ATTENDED

Mr. Vishwavir Saran Das 03627147 Chairman & Independent Director 9 9

Ms. Sudha Krishnan 02885630 Independent Director 9 9
Mr. Ajay Sondhi 01657614 Nominee Director 9 8
Ms. Anita Belani 01532511 Nominee Director 9 9

COMMITTEES OF THE BOARD

As of March 31, 2023, IDFC FHCL had the following Board Level Committees:
(i) Audit and Risk Committee; (ii) Nomination & Remuneration Committee; (iii) CSR Committee (iv) IT Strategy Committee (v) Independent
Directors Committee
AUDIT AND RISK COMMITTEE
During the year, Five Audit & Risk Committee meetings were held: May 20, 2022; August 04, 2022; September 19, 2022, November 07,
2022 and January 31, 2023. The gap between the two meetings was within the limit prescribed under the Companies Act, 2013. The
Committee re-constituted on August 04, 2022. Mr. Sondhi ceased to be a member of the committee w.e.f. August 04, 2022.
As on date of this report, the Audit & Risk Committee of the Company comprises of the following members:
1. Ms. Sudha Krishnan - Chairperson
2. Mr. Vishwavir Saran Das - Member
3. Ms. Anita Belani – Member
The committee meets, inter alia, to review the accounts of the Company, transactions with related parties and to discuss the audit
findings and recommendations of the internal auditors. The Committee also reviews & monitor Liquidity risk and Operational risk at
Company level and reviews risk in detail for 2 underlying operating companies viz. IDFC FIRST Bank & IDFC AMC (till January 31, 2023).
ATTENDANCE DETAILS OF AUDIT AND RISK COMMITTEE MEETINGS FOR FY23
NO. OF MEETINGS
NO. OF MEETINGS ATTENDED
NAME OF THE MEMBER POSITION STATUS HELD DURING TENURE DURING TENURE

Ms. Sudha Krishnan Independent Director Chairperson 5 5

Mr. Vishwavir Saran Das Independent Director Member 5 5
Mr. Ajay Sondhi1 Nominee Director Member 2 2
Ms. Anita Belani Nominee Director Member 5 5
1
Ceased to be Member w.e.f. August 04, 2022
NOMINATION AND REMUNERATION COMMITTEE (“NRC”)
The NRC meets, inter alia, to fill up of vacancies in the Board, evaluate the performance of the Board and its individual Members. The NRC
recommends to the Board from time to time the framework relating to the remuneration for the Directors and Key Managerial Personnel.
The Company has put in place Board approved remuneration policy which is in line with the requirements of the Act. The Committee
met once during FY23 on March 17, 2023. The Committee re-constituted on August 04, 2022. Mr. Sondhi ceased to be a member of the
committee w.e.f. August 04, 2022. The composition and attendance details of NRC of the Company for FY23 is given below:
As on date, Committee comprises of
1. Ms. Anita Belani – Chairperson
2. Ms. Sudha Krishnan - Member
3. Mr. Vishwavir Saran Das – Member

204 | IDFC ANNUAL REPORT 2022–23

BOARD’S REPORT
ATTENDANCE DETAILS OF NOMINATION AND REMUNERATION COMMITTEE MEETINGS FOR FY23
NO OF MEETINGS NO OF MEETINGS
NAME OF THE MEMBER POSITION STATUS HELD IN FY23 ATTENDED IN FY23
Ms. Anita Belani Nominee Director Chairperson 1 1
Mr. Vishwavir Saran Das Independent Director Member 1 1
Ms. Sudha Krishnan Independent Director Member 1 1
Mr. Ajay Sondhi1 Nominee Director Member 0 0
1
Ceased to be Member w.e.f. August 04, 2022
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
No CSR meeting held during FY23. The Committee re-constituted on August 04, 2022. Mr. Vishwavir Saran Das ceased to be member
of the Committee w.e.f. August 04, 2022. The composition and attendance details of the Meetings of Corporate Social Responsibility
Committee of the Company are given below:

ATTENDANCE DETAILS OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETINGS FOR FY23

NO OF MEETINGS NO OF MEETINGS
NAME OF THE MEMBER POSITION STATUS HELD IN FY23 ATTENDED IN FY23

Ms. Anita Belani Nominee Director Chairperson 0 0

Mr. Vishwavir Saran Das1 Independent Director Member 0 0
Ms. Sudha Krishnan Independent Director Member 0 0
Mr. Ajay Sondhi Nominee Director Member 0 0
1
Ceased to be Member w.e.f. August 04, 2022

Pursuant to Section 135 and Schedule VII of the Act and Rules made thereunder and on recommendation of CSR Committee, the Board
approved the CSR Policy and the said policy is available on the website of the Company - www.idfclimited.com.

IT STRATEGY COMMITTEE
As per the provisions of RBI master direction RBI/DNBS/2016-17/53 DNBS PPD.No.04/66.15.001/2016-17 dated June 8, 2017 pertaining to
“Information Technology Framework for NBFC sector, during the year, IT Strategy Committee was reconstituted on March 18, 2023 having
Ms. Sudha Krishnan as Independent Director & Chairperson of the Committee and Mr. Mahendra N Shah & Mr. Bipin Gemani as Members.
Mr. Mahendra N Shah was inducted as a member in place of Mr. Sunil Kakar. The Committee met twice on May 09, 2022 and November
07, 2022 and all the Members attended the meeting.

STRATEGY AND INVESTMENT COMMITTEE

The Board of Directors at its meeting held on August 04, 2022 decided to discontinue the said committee with immediate effect.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on March 17, 2023 without the presence of Non-Independent Directors and Senior
Management team of the Company. All Independent Directors attended the meeting and discussed the matter as required under the
relevant Provisions of the Companies Act, 2013.

BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, a detailed questionnaire was prepared and circulated to the Board for Annual
evaluation for FY23. The Directors evaluated the Board as a whole, its committee and Individual Directors including Chairman and
Independent Director. The exercise of Board evaluation was carried out and completed effectively.

AUDITORS
At the AGM of the Company held on September 20, 2021, the Shareholders had approved the appointment of V. C. Shah & Co, Chartered
Accountants (FRN NO: 109818W), as Statutory Auditors of the IDFC FHCL for a period of 3 years to hold office from the conclusion of the
7th AGM till the conclusion of the 10th AGM of the Company. V. C. Shah & Co has confirmed that they are not disqualified from continuing
as Statutory Auditors of the Company for FY23-24. In accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018,
by the Ministry of Corporate Affairs, the appointment of the Statutory Auditors is not required to be ratified at every Annual General
Meeting.

RELATED PARTY TRANSACTION

The Company has in place the policy on Related Party Transactions (“RPT”) and the same has been uploaded on the website of the
Company www.idfclimited.com. Since all RPTs entered into by the Company were in ordinary course of business and were on arm’s length
basis, Form AOC-2 is not applicable to the Company.

REMUNERATION POLICY
The Company has a policy in place for identification of Independence, qualifications and positive attributes of Directors. The Board
approved the Remuneration Policy for the Directors and Key Managerial Personnel, which is formulated in line with the requirements of
the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS

The Company has in place adequate internal control systems which commensurate with the size and operations of the company.

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 205
BOARD’S REPORT
RISK MANAGEMENT
The Members of the Audit & Risk Committee ensure the measurement and control of risk factors and advice on the same to the
Management of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL

There were no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of
the Company and its future operations.

SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. Bhandari & Associates, Company Secretaries to undertake the Secretarial Audit
of the Company for FY23. The Secretarial Audit Report forms part of this report.

There are no qualifications or observations or adverse remarks made by the Statutory Auditors and Secretarial Auditors in their respective
reports.

COST AUDIT
The Company is not required to undertake cost audit or appoint cost auditor. Hence, maintenance of cost records as specified by the
Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the Secretarial Standard-I issued by the Institute of Company Secretaries of India pertaining to Board of Directors, the
Company confirms that all applicable Secretarial Standards have been duly complied with during the period under review.

MATERIAL CHANGES/ COMMITMENTS

As per Section 134(3)(l) of the Companies Act, 2013, there have been no material changes and commitments affecting the financial
position of the Company that has occurred between March 31, 2023 till the date of this report.

ANNUAL RETURN
The Annual Return of the Company has been placed on the website of the Company www.idfclimited.com in compliance with the
provisions of section 134(3)(a) read with section 92(3) and the Rules made thereunder.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY

During the year under review, the Company has not made any application nor any proceeding pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for
that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual financial statements have been prepared on a going concern basis; and

e) systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ACKNOWLEDGMENTS
We are grateful to RBI and other regulatory bodies for their co-operation and support. The Directors also express their gratitude for the
unstinted support and guidance received from IDFC Limited and other group companies.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Vishwavir Saran Das

Chairman

Ahmedabad
July 03, 2023

206 | IDFC ANNUAL REPORT 2022–23

 ANNEXURE I
AOC - 1
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES / ASSOCIATES / JOINT VENTURES
[Pursuant to first proviso to sub-section 3 of Section 129 of the Act, read with Rule 5 of the Companies (Accounts) Rules 2014]

PART A SUBSIDIARIES ` IN CRORE

PROFIT OTHER TOTAL PROPOSED % OF SHAREHOLDING

SR. TOTAL TOTAL INVEST- TURN- BEFORE PROVISION COMPHRENSIVE COMPREHENSIVE DIVIDEND
NO. NAME OF SUBSIDIARY COMPANIES CAPITAL RESERVES ASSETS LIABILITIES MENTS OVER TAX FOR TAX INCOME INCOME (%) PREFERENCE EQUITY

IDFC Asset Management Company Limited

1 - - - - - 303.52 117.28 29.66 1.53 89.14 - - 0.00%
(till January 31, 2023)

(Previous Year) 2.68 215.62 358.96 140.66 256.98 397.91 233.59 57.60 0.87 176.86 - - 99.96%

IDFC IEH Conservative Fund

2 - - - - - 0.31 (0.29) (0.01) - (0.28) - - 0.00%
(till October 06, 2022)
(Previous Year) 43.14 (0.57) 42.93 0.37 38.37 1.74 0.50 (0.12) - 0.63 - - 69.54%
IDFC AMC Trustee Company Limited
3 - - - - - 0.50 0.02 0.01 (0.00) 0.01 - - 0.00%
(till January 31, 2023)

(Previous Year) 0.05 0.42 0.55 0.08 - 0.60 0.18 0.05 ß 0.13 - - 100%

IDFC Investment Managers (Mauritius) Limited ^

4 - - - - - - (0.47) - - (0.47) - - 0.00%
(till January 31, 2023

(Previous Year) 4.31 (4.00) 0.36 0.05 - - (0.53) - - (0.53) - - 99.96%

^ Exchange rate as on January 31, 2023

Average Rate : 1 USD = ` 80.22

Figures of ` 50,000 or less have been denoted by ß.

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 207
 ANNEXURE I
AOC - I
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES / ASSOCIATES / JOINT VENTURES
[Pursuant to first proviso to sub-section 3 of Section 129 of the Act, read with Rule 5 of the Companies (Accounts) Rules 2014]

Part B ASSOCIATES AND JOINT VENTURES ` IN CRORE

SR. IDFC FIRST IDFC FIRST
NAME OF ASSOCIATES/JOINT VENTURES
NO. BANK LIMITED BHARAT LIMITED

1 Latest audited Balance Sheet Date March 31, 2023 March 31, 2023

2 The date since when Associate/Joint Ventures was acquired October 21, 2014 October 13, 2016

3 Shares/Units of Associate/Joint Ventures held by the company on the year end

Numbers of shares/units 2,646,438,348 2,231,998

Amount of Investment in Associates/ Joint Venture 10,550.76 232.40

Extent of Holding % 39.99% 39.99%

4 Description of how there is significant Associate Associate

influence influence

5 Reason why the associate/joint venture is not consolidated NA NA

6 Net worth attributable to Shareholding as per latest audited Balance Sheet 10,822.21 50.59

7 Profit / (Loss) for the year

i. Considered in Consolidation 993.67 18.92

ii. Not Considered in Consolidation - -

Note 1: IDFC FIRST Bank Limited is considered as an associate under Ind AS 28. Further, IDFC FIRST Bharat Limited is a 100% subsidiary
of IDFC FIRST Bank Limited.
Note 2: Names of associates or joint ventures which are yet to commence operations. NA

For and on behalf of the Board of Directors of

IDFC Financial Holding Company Limited
CIN: U65900TN2014PLC097942

Ms. Sudha Krishnan Vishwavir Saran Das

Director Director
DIN: 02885630 DIN: 03627147

Bipin Gemani Shivangi Mistry

Chief Financial Officer Company Secretary
Mumbai, April 25, 2023 PAN: AACPG6412A ACS: 52174

208 | IDFC ANNUAL REPORT 2022–23

 ANNEXURE II

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]

To
The Members,
IDFC FINANCIAL HOLDING COMPANY LIMITED
CIN: U65900TN2014PLC097942

We have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by IDFC FINANCIAL HOLDING COMPANY LIMITED (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on
31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and
compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial
year ended on 31st March, 2023 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder#;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings#.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018#;
d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021#;

e. The Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021#;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021#; and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018#;
#
The Regulations or Guidelines, as the case may be were not applicable for the period under review.

The list of Acts, Laws and Regulations specifically applicable to the Company are given below:

vi. Reserve Bank of India Guidelines for Licensing of New Banks in the Private Sector, 2013.

vii. Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2015.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, if applicable#.

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 209
 ANNEXURE II
SECRETARIAL AUDIT REPORT (Contd.)

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above to the extent applicable.

We further report that -

The Board of Directors of the Company is duly constituted with Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions
of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven
days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

During the period under review, decisions of the Board of Directors of the Company were carried through unanimously and no dissenting
views were observed, while reviewing the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has undertaken following events/actions in order to simplify corporate
structure of the Company:

i. The Board of Directors of IDFC Limited and the Board of Directors of IDFC Financial Holding Company Limited (“IDFC FHCL”) at
their respective meetings held on April 06, 2022, had inter alia considered binding bids received in connection with divestment of
IDFC Asset Management Company Limited (“IDFC AMC”) along with IDFC AMC Trustee company Limited (“IDFC AMC Trustee”) and
had approved sale of the entire shareholding of IDFC AMC and IDFC AMC Trustee held by IDFC FHCL to a consortium comprising of
Bandhan Financial Holding Limited, Lathe Investment Pte. Ltd. (affiliate of GIC), Tangerine Investments Limited and Infinity Partners
(affiliates of ChrysCapital). The aforesaid transaction was completed on January 31, 2023. On sale of IDFC AMC and IDFC AMC
Trustee, IDFC FHCL (wholly owned subsidiary of IDFC Limited) received sale consideration of INR 4,490.50 crore.

For Bhandari & Associates

Company Secretaries
Firm Registration No: P1981MH043700

Manisha Maheshwari
Partner
ACS No: 30224; C P No.: 11031
UDIN: A030224E000186677
Mumbai | April 25, 2023

This report is to be read with our letter of even date which is annexed as Annexure ‘A’ and forms an integral part of this report.

210 | IDFC ANNUAL REPORT 2022–23

 ANNEXURE II
SECRETARIAL AUDIT REPORT (Contd.)
‘Annexure A’

To
The Members,
IDFC FINANCIAL HOLDING COMPANY LIMITED
CIN: U65900TN2014PLC097942

Our Secretarial Audit Report for the Financial Year ended on March 31, 2023 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of
the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of Financial Records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.

For Bhandari & Associates

Company Secretaries
Firm Registration No: P1981MH043700

Manisha Maheshwari
Partner
ACS No: 30224; C P No.: 11031
UDIN: A030224E000186677
Mumbai | April 25, 2023

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 211
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF IDFC FINANCIAL HOLDING COMPANY LIMITED

Report on the Audit of the Financial Statements

Opinion
We have audited the accompanying financial statements of IDFC Financial Holding Company Limited (the “Company”), which comprise
the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant accounting policies
and other explanatory information (hereinafter referred to as the “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give
the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31, 2023 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10)
of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our audit opinion on the financial statements.

Emphasis of matter
We draw your attention to Note no. 19(i) of the Financial Statement regarding the merger of the Company with IDFC Limited eventually
with IDFC First Bank Limited which is subject to regulatory approval. Our opinion is not modified in respect of this matter.

Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in
the Director’s Report but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of
these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive
income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally ac-
cepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and applica-
tion of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of
Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstate-
ment, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.

212 | IDFC ANNUAL REPORT 2022–23

INDEPENDENT AUDITOR’S REPORT
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our inde-
pendence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of
section 143(11) of the Act, we give in “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

2. (A) As required by Section 143(3) of the Act, based on our audit we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.

(C) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in
Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended.
(e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of
Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

(B) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197
(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Company has paid/
provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197
read with Schedule V to the Act.

(C) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given
to us:

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 213
INDEPENDENT AUDITOR’S REPORT
i The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer
Note No.22 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the Note No.28
(ix) to the financial statements, during the year, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s)
or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the Note No.28(x)
to the financial statements, during the year, no funds have been received by the Company from any person(s) or
entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The dividend declared or paid during the year by the Company is in compliance with Section 123 of the Act.

For V. C. Shah & Co.

Chartered Accountants
ICAI Firm Registration No.109818W

Viral J. Shah
Partner
Membership No.: 110120
UDIN: 23110120BGXNHU5639

Place: Mumbai
Date: April 25, 2023

214 | IDFC ANNUAL REPORT 2022–23

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date to the
Members of IDFC FINANCIAL HOLDING COMPANY LIMITED on the Ind AS financial statements for the year ended March 31, 2023)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the Ind AS financial statements of the
Company and to the best of our information and according to the explanations provided to us by the Company and the books of account
and records examined by us in the normal course of audit, we report that:

i. (a) The Company does not hold any Property, Plant and Equipment and intangible assets during the year ended March 31, 2023.
Therefore, the provisions of Clause 3(i)(a), Clause 3(i)(b) and Clause 3(i)(d) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, there are no immovable properties, and accordingly, the requirements
of reporting under paragraph 3(i)(c) of the Order are not applicable to the Company.

(c) According to the information and explanations given to us and as represented by the management of the Company, no
proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any
benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
Hence, reporting under clause 3(i)(e) is not applicable.

ii. (a) The Company is in the business of rendering financial services and consequently, does not hold any inventory. Accordingly,
reporting under paragraph 3(ii)(a) of the Order is not applicable to the Company.

(b) The Company has not been sanctioned working capital limits in excess of ` 5 crores in aggregate during the year, from banks
or financial institutions, on the basis of security of current assets of the Company. Accordingly, reporting under paragraph 3(ii)
(b) of the Order is not applicable to the Company.

iii. The Company has made investments in companies and granted unsecured loans to other parties, during the year, in respect of which

a) During the year, the company has granted unsecured Loan to its holding co as follows:
Rs. in Crores
Particulars Deposits
Aggregate amount granted during the year 75.80
Balance outstanding as at March 31, 2023 in respect of above -

During the year, the company has not provided security to companies, firms, limited liability partnership or any other parties.

b) In our opinion, the investments made, loans granted during the year are, prima facie, not prejudicial to the Company’s interest.
The company has not provided any guarantees to any parties.

c) According to the information and explanations given to us and based on the audit procedures performed by us, for the nature
of loan given to parties, the schedule of repayment of principal and payment of interest is stipulated, and the same is regularly
received.

d) There are no amounts of loans granted to companies, firms, limited liability partnerships or any other parties which are overdue
for more than ninety days.

e) There are no loans or advances in the nature of loan granted to companies which are fallen due during the year, that have been
renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

f) The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying
any terms or period of repayment to companies. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not
applicable to the Company.

vi. In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and
securities granted in respect of which provisions of section 185 and 186 of the Companies Act, 2013, are applicable. Accordingly,
reporting under paragraph 3(iv) of the Order is not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits or
amounts which are deemed to be deposits. Accordingly, reporting under paragraph 3(v) of the Order is not applicable to the
Company.

vi. The maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013 for the business activities carried out by the Company. Hence, reporting under paragraph 3(vi) of the Order is
not applicable to the Company.

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 215
ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT

vii. In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of the records of the Company examined by us, in
our opinion, the Company is regular in depositing undisputed statutory dues, including goods and services tax, provident fund,
employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other
material statutory dues applicable to it with the appropriate authorities.

According to the information and explanations given to us, there were no undisputed amounts payable in respect of goods
and services tax, provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise,
value added tax, cess and other material statutory dues in arrears as at March 31, 2023, outstanding for a period of more than
six months from the date they became payable.

(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2023 on account
of disputes are given below:

NAME OF THE NATURE OF THE DUES AMOUNT ` PERIOD TO WHICH FORUM WHERE REMARKS
STATUTE THE AMOUNT DISPUTE IS PENDING
RELATES

Income Tax Act, Income Tax 12,750,620 AY 2019-20 Commissioner of Disputed Tax
1961 Income Tax

viii. According to the information and explanations given to us and on the basis of our audit procedures, there were no transactions
relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961 (43 of 1961).

ix. (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of
loans or other borrowings or in payment of any interest thereon to any lender. Accordingly, reporting under paragraph 3(ix)(a)
of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company
has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanations given to us and on the basis of our audit procedures, we report that the
Company has not obtained any term loans.

(d) According to the information and explanations given to us, and the audit procedures performed by us, and on an overall
examination of the financial statements of the Company, we report that no funds raised on short-term basis have been used for
long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, we report that the Company has not taken any funds
from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate
companies.

x. (a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during
the year under report. Accordingly, the provisions stated in paragraph 3(x)(a) of the Order is not applicable to the Company.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures
(fully or partly or optionally). Accordingly, reporting under paragraph 3(x)(b) of the Order is not applicable to the Company.

xi. (a) During the course of our audit, examination of the books of account and records of the Company, carried out in accordance with
generally accepted auditing practices in India and according to the information and explanations given to us, no instance of
material fraud by the Company or on the Company has been noticed or reported during the year, nor have we been informed
of any such case by the management of the company.

(b) No report under sub-section (12) of section 143 of the Companies Act was required to be filed in Form ADT- 4 as prescribed
under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date
of this report.

(c) As represented by the management, there were no whistle blower complaints received by the Company during the year.

xii. The Company is not a Nidhi Company, hence, reporting under paragraph 3(xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations provided to us and based on our examination of the records of the Company, in our
opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions
with the related parties and the details of related party transactions have been disclosed in the financial statements as required by
the applicable accounting standards.

216 | IDFC ANNUAL REPORT 2022–23

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT
xiv. (a) In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in
determining the nature, timing and extent of our audit procedures.

xv. According to the information and explanations given to us, in our opinion, during the year the Company has not entered into
any non-cash transactions with its directors or persons connected with its directors. Hence, the provisions of section 192 of the
Companies Act, 2013, are not applicable to the Company.

xvi. (a) The Company is required to and has been registered under Section 45-IA of the Reserve Bank of India Act, 1934 as a Non-
Operative Financial Holding Company (NOFHC). It has obtained the certificate of registration vide CoR No. N-07.00805 dated
June 18, 2015.

(b) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
Accordingly, reporting under paragraph 3(xvi)(c) of the Order is not applicable to the Company.

(c) According to the information and explanations provided to us, there is no core investment company within the Group (as
defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under paragraph 3(xvi)
(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial
year. Hence, reporting under paragraph 3(xvii) of the Order is not applicable to the Company.

xviii. There has been no resignation of the statutory auditors of the Company during the year. Hence, reporting under clause 3 (xviii) is
not applicable.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of
realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and
our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of
the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when
they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither
give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.

xx. According to the information and explanations provided to us and in our opinion, there are no amounts required to be spent by the
Company on CSR activities. Accordingly, reporting under paragraphs 3(xx)(a) and 3(xx)(b) of the Order is not applicable to the
Company for the year under report.

For V. C. Shah & Co.

Chartered Accountants
ICAI Firm Registration No.109818W

Viral J. Shah
Partner
Membership No.: 110120
UDIN: 23110120BGXNHU5639

Place: Mumbai
Date: April 25, 2023

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 217
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date to the
Members of IDFC FINANCIAL HOLDING COMPANY LIMITED on the Ind AS financial statements for the year ended March 31, 2023)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub- section 3 of Section 143 of the Companies
Act, 2013 (the “Act”)

We have audited the internal financial controls over financial reporting of IDFC FINANCIAL HOLDING COMPANY LIMITED (the “Compa-
ny”) as of March 31, 2023 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Management of the Company is responsible for establishing and maintaining internal financial controls based on the internal con-
trol over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
(the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safe-
guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company based on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the “Guidance Note”) issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013,
to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over fi-
nancial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and eval-
uating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the audi-
tor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Com-
pany’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the re-
liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) per-
tain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial state-
ments in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial
control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects,
an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at March 31, 2023, based on the criteria for internal financial control over financial reporting established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the ICAI.

For V. C. Shah & Co.

Chartered Accountants
ICAI Firm Registration No.109818W

Viral J. Shah
Partner
Membership No.: 110120
UDIN: 23110120BGXNHU5639

Place: Mumbai
Date: April 25, 2023

218 | IDFC ANNUAL REPORT 2022–23

BALANCE SHEET AS AT MARCH 31, 2023

(` in Lakhs)
Note As at As at
March 31, 2023 March 31, 2022
ASSETS
Financial assets
Cash and cash equivalents 2 4,708 21,406
Bank balances other than cash and cash equivalents above 2a 21,850 -
Investments 3 1,055,076 835,446
Other financial assets 4 105 19

Non-financial assets
Income tax assets (Net) 5 505 618
Assets classified as held for sale 6 - 92,988
Total assets 1,082,244 950,477

LIABILITIES AND EQUITY

LIABILITIES
Financial liabilities
Payables 7
Trade payables
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises 3,340 43
and small enterprises

Non-financial liabilities
Income tax liabilities (Net) 8 55 -
Other non-financial liabilities 9 306 9
Liabilities classified as held for sale 10 - 5,607

EQUITY
Equity share capital 11A 902,924 902,924
Other equity 11B 175,619 41,894
Total liabilities and equity 1,082,244 950,477
The accompanying notes are integral part of these financial statements.
This is the balance sheet referred to in our report of even date.

For V. C. Shah & Co. For and on behalf of the Board of Directors of
Chartered Accountants IDFC Financial Holding Company Limited
(Firm Registration No: 109818W) CIN: U65900TN2014PLC097942

Viral J. Shah Ms. Sudha Krishnan Vishwavir Saran Das

Partner Director Director
Membership Number : 110120 DIN: 02885630 DIN: 03627147

Bipin Gemani Shivangi Mistry

Chief Financial Officer Company Secretary
PAN: AACPG6412A ACS: 52174
Mumbai, April 25, 2023

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 219
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2023

(` in Lakhs)
Note Year ended Year ended
March 31, 2023 March 31, 2022
Revenue from operations
Dividend Income [see note 21] 17,306 34,024
Total revenue from operations 17,306 34,024

Other income
Interest income 12 2,410 30
Gain on sale of investment in subsidiary 13 347,915 -
Total other income 350,325 30
Total income 367,631 34,054

Expenses
Finance costs 14 36 463
Employee Benefit Expenses 15 68 92
Other expenses 16 4,088 117
Total expenses 4,192 672
Profit before tax 363,439 33,382

Income tax expense: 17

- Current tax 36,707 4,240
- Tax adjustment of earlier years 7 1
Total tax expense 36,714 4,241
Profit for the year 326,725 29,141
Other comprehensive income for the year - -
Total comprehensive income for the year 326,725 29,141

Earnings per equity share of ` 10 each 18

- Basic (`) 3.62 0.32
- Diluted (`) 3.62 0.32

The accompanying notes are integral part of these financial statements.

This is the statement of profit and loss referred to in our report of even date.

For V. C. Shah & Co. For and on behalf of the Board of Directors of
Chartered Accountants IDFC Financial Holding Company Limited
(Firm Registration No: 109818W) CIN: U65900TN2014PLC097942

Viral J. Shah Ms. Sudha Krishnan Vishwavir Saran Das

Partner Director Director
Membership Number : 110120 DIN: 02885630 DIN: 03627147

Bipin Gemani Shivangi Mistry

Chief Financial Officer Company Secretary
PAN: AACPG6412A ACS: 52174
Mumbai, April 25, 2023

220 | IDFC ANNUAL REPORT 2022–23

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2023

A. Equity share capital (` in Lakhs)

Note Number Amount
As at April 01, 2021 11A 9,029,240,000 902,924
Issued during the year - -
As at March 31, 2022 11A 9,029,240,000 902,924
Issued during the year - -
As at March 31, 2023 11A 9,029,240,000 9,02,924

B. Other equity
Reserves and surplus Total other
Special Reserve Retained equity
Note
u/s. 45-IC of RBI earnings
Act, 1934
As at April 01, 2021 11B 16,509 (3,756) 12,753
Profit for the year - 29,141 29,141
Other comprehensive income - - -
Total comprehensive income - 29,141 29,141
- Transfer to special reserve u/s. 45-IC of RBI Act, 1934 7,285 (7,285) -
As at March 31, 2022 11B 23,794 18,100 41,894
Profit for the year - 326,725 326,725
Other comprehensive income - - -
Total comprehensive income - 326,725 326,725
Transactions with owners in their capacity as owners:
- Dividends paid - (193,000) (193,000)

- Transfer to special reserve u/s. 45-IC of RBI Act, 1934 81,681 (81,681) -
As at March 31, 2023 11B 105,475 70,144 175,619

The accompanying notes are integral part of these financial statements.

This is the statement of changes in equity referred to in our report of even date.

For V. C. Shah & Co. For and on behalf of the Board of Directors of
Chartered Accountants IDFC Financial Holding Company Limited
(Firm Registration No: 109818W) CIN: U65900TN2014PLC097942

Viral J. Shah Ms. Sudha Krishnan Vishwavir Saran Das

Partner Director Director
Membership Number : 110120 DIN: 02885630 DIN: 03627147

Bipin Gemani Shivangi Mistry

Chief Financial Officer Company Secretary
PAN: AACPG6412A ACS: 52174
Mumbai, April 25, 2023

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 221
STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2023

(` in Lakhs)
Note Year ended Year ended
March 31, 2023 March 31, 2022
CASH FLOW FROM OPERATING ACTIVITIES :
Profit before tax 363,439 33,382
Adjustments for :
Dividend received from subsidiaries (17,306) (34,024)
Gain on sale of investment in subsidiaries 13 (347,915) -
Interest income from term deposits 12 (2,360) (30)
Interest income from inter corporate deposits 12 (50) -
Interest received on term deposits with banks and inter corporate deposits 2,319 16
Finance cost 14 36 463
Operating profit before working capital changes (1,837) (193)
Adjustments for increase / (decrease) in operating assets & liabilities:
Trade payables 7 3,297 14
Other non financial liabilities 9 297 (11)
Other financial assets 5 -
Cash generated from operations 1,762 (190)
Less : Income taxes paid (net of refunds) (36,546) (4,745)
Net cash outflow from operating activities (A) (34,784) (4,935)
CASH FLOW FROM INVESTING ACTIVITIES :
Dividend received from subsidiaries 17,306 34,024
Purchase of investment in equity shares of associate 3 (219,630) -
Purchase of investment in equity shares of subsidiary 6 (13,755) -
Proceeds from sale of subsidiaries 6 449,051 -
Term deposits placed during the year 2a (21,850) -
Net cash inflow / (outflow) from investing activities (B) 211,122 34,024
CASH FLOW FROM FINANCING ACTIVITIES :
Dividend paid to shareholder (193,000) -
Inter corporate deposit taken 10,000 1,000
Inter corporate deposit repaid (10,000) (8,500)
Finance cost 14 (36) (625)
Net cash inflow / (outflow) from financing activities (C) (193,036) (8,125)
NET (DECREASE) / INCREASE IN CASH AND BANK BALANCES (A+B+C) (16,698) 20,964
Add : Cash and cash equivalents at beginning of the year 2 21,406 442
Cash and cash equivalents at end of the year 2 4,708 21,406

The accompanying notes are integral part of these financial statements.

This is the statement of cash flow referred to in our report of even date.

For V. C. Shah & Co. For and on behalf of the Board of Directors of
Chartered Accountants IDFC Financial Holding Company Limited
(Firm Registration No: 109818W) CIN: U65900TN2014PLC097942

Viral J. Shah Ms. Sudha Krishnan Vishwavir Saran Das

Partner Director Director
Membership Number : 110120 DIN: 02885630 DIN: 03627147

Bipin Gemani Shivangi Mistry

Chief Financial Officer Company Secretary
PAN: AACPG6412A ACS: 52174
Mumbai, April 25, 2023

222 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

1A. BACKGROUND
IDFC Financial Holding Company Limited - a non-operative financial holding company (NOFHC) (‘the Company’) is a public
company, incorporated in India. The Company is a wholly owned subsidiary of IDFC Limited. The Company has received certificate
of registration for NBFC NOFHC from Reserve Bank of India (RBI), on June 18, 2015. As per the Guidelines for Licensing of New
Banks in the Private sector issued by RBI, the company, holds investment in IDFC FIRST Bank Limited as well as all other financial
services entities of the group regulated by RBI or other financial sector regulators.

These financial statements were authorised for issue by the Board of Directors on April 25, 2023.

1B. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PREPARATION
i) Compliance with Ind AS

These financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133
of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (as amended)] and other relevant
provisions of the Act.

ii) Historical cost convention

The financial statements have been prepared on a historical cost basis, except for following financial asset which are measured
at fair value:

- Certain financial assets and liabilities (including contingent consideration receivable) - measured at fair value;

- Assets held for sale - measured at lower of carrying value or fair value less cost to sell;

- Share-based payments - measured at fair value.

iii) New and amended standards adopted

The Company has applied the following amendments to Ind AS for the first time for their annual reporting period
- Indian Accounting Standard (Ind AS) 101

- Indian Accounting Standard (Ind AS) 103

- Indian Accounting Standard (Ind AS) 109

- Indian Accounting Standard (Ind AS) 16

- Indian Accounting Standard (Ind AS) 37

- Indian Accounting Standard (Ind AS) 41

iv) Standards issued but not yet effective upto the date of issuance of the financial statements :

Ministry of Corporate affairs have made changes on March 31, 2023, in the following Indian Accounting Standards (Ind AS)
amended namely:

- Indian Accounting Standard (Ind AS) 101

- Indian Accounting Standard (Ind AS) 102

- Indian Accounting Standard (Ind AS) 103

- Indian Accounting Standard (Ind AS) 107

- Indian Accounting Standard (Ind AS) 109

- Indian Accounting Standard (Ind AS) 115

- Indian Accounting Standard (Ind AS) 1

- Indian Accounting Standard (Ind AS) 8

- Indian Accounting Standard (Ind AS) 12

- Indian Accounting Standard (Ind AS) 34

These amendments shall be applicable from annual reporting periods beginning on or after April 01, 2023.

v) Order of liquidity

The Company is covered in the definition of Non-Banking Financial Company as defined in Companies (Indian Accounting
Standards) (Amendment) Rules, 2016. Pursuant to Schedule III-Division III of the Companies Act, 2013, the Company presents its
balance sheet in the order of liquidity. This is since the Company does not supply goods or services within a clearly identifiable
operating cycle, therefore making such presentation more relevant. A maturity analysis of recovery or settlement of assets and
liabilities within 12 months after the reporting date and more than 12 months after the reporting date is presented in Note 27(ii).

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 223
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

vi) Consolidation

The following set of financial statements represents the standalone financial statements of the Company. The exemption under
para 4 (a) (iv) of Ind AS 110 has been applied and consolidated financial statements have not been prepared. The Company is
included in the consolidated financial statements of IDFC Limited (holding company) for the year ended March 31, 2023.

a) Investment in subsidiary and Associates

Investment in subsidiaries and associates are measured at cost less accumulated impairment. See note (h) below for the
accounting policy for Impairment of financial assets.

b) Revenue recognition
Ind AS 115 Revenue from contracts with customers outlines a single comprehensive model of accounting for revenue
and two approaches to recognizing revenue: at a point in time or over time and supersedes current revenue recognition
guidance found within Ind AS. Revenue is measured at fair value of the consideration received or receivable.

i) Dividend income is recognised when the Company’s right to receive the payment is established, it is probable that
the economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be
measured reliably. This is generally when the shareholders approve the dividend.

ii) Interest income on bank deposits are accounted on accrual basis using effective interest rate method and recognised
in the statement of profit and loss as a part of other income.

c) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, cash in
bank, demand deposits with banks and other deposits with bank with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

d) Financial assets
i) Classification
The Company classifies its financial assets in the following measurement categories:

- those to be measured subsequently at fair value through statement of profit and loss (FVTPL); and

- those measured at amortised cost.

The classification depends on the Company’s business model for managing the financial assets and the contractual terms
of the cash flows. For assets measured at fair value, gains and losses will be recorded in statement of profit and loss.

Debt instruments

For financial assets other than equity, the classification will depend on contractual terms of the cash flows and on the
business model in which the financial asset is held.

Equity instruments

The Company measures all equity investments at fair value through profit or loss, except where the Company has elected,
at initial recognition, to irrevocably designate an equity investment at fair value through other comprehensive income.

Currently, the Company does not hold any investments in equity instruments other than investment in subsidiaries
and associates.

ii) Recognition
Regular way purchase and sale of financials assets are recognised on trade date, the date on which the Company
commits to purchase or sell the financial asset.

iii) Initial recognition

At initial recognition, in the case of a financial asset not at fair value through profit and loss, the Company measures
a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in statement of
profit or loss.

iv) Subsequent measurement

Debt instruments

Measured at amortised cost: Financial assets that are held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows that are solely payments of principal and interest, are subsequently
measured at amortised cost using the effective interest rate (‘EIR’) method less impairment, if any, The amortisation
of EIR and loss arising from impairment, if any is recognised in the statement of profit and loss.

Measured at fair value through statement of profit and loss: A financial asset not classified as amortised cost, is

224 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

classified as FVTPL. Such financial assets are measured at fair value with all changes in fair value, including interest
and dividend income, recognised as in the statement of profit and loss.

Equity instruments

The Company subsequently measures all equity investments at fair value. Changes in the fair value of financial assets
measured at fair value through statement of profit and loss or through statement of other comprehensive income
depending upon the irrevocable election made at the time of initial recognition.

v) Impairment of financial assets

The Company is required to assess on a forward looking basis the expected credit losses associated with its assets
carried at amortised cost.

vi) Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the contractual rights to receive the cash flows from the asset.

e) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised
in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of
loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility
will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it
is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services
and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or
expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to
another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in
profit or loss as other gains/(losses).

f) Financial liabilities:
i) Initial recognition and measurement
Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities are initially measured at its fair value plus or minus transaction costs that are directly attributable
to the issue of the financial liability.

The Company has no financial liabilities that are measured at fair value through statement of profit and loss.

ii) Subsequent measurement

Financial liabilities are subsequently measured at amortised cost using the EIR method. The effective interest rate is
the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to
the gross carrying amount of a financial liability. The calculation includes transaction costs or premiums paid that are
integral to the effective interest rate.

iii) Derecognition
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

g) Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower
of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from
employee benefits and financial assets, which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain
is recognised for any subsequent increases in fair value less costs to sell of an asset , but not in excess of any cumulative
impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the non-current
asset is recognised at the date of de-recognition.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented
separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are
presented separately from other liabilities in the balance sheet.

h) Impairment of assets
Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 225
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and
value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets
(cash-generating units). Nonfinancial assets other than goodwill that suffered an impairment are reviewed for possible
reversal of the impairment at the end of each reporting period.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified,
an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices
for publicly traded companies or other available fair value indicators.

i) Income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of
the reporting period in India. Management periodically evaluates positions taken in tax returns with respect to situations
in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using
tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected
to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are
offset where the Company has a legally enforceable right to offset and intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.

j) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year
which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months
after the reporting period.

k) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in balance sheet where there is legally enforceable
right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the
liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in
the normal course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.

l) Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are not recognised for future operating losses. Provisions are measured at best estimate of the future expenditure
required to settle the present obligation at the balance sheet date.

m) Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended
use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended
use or sale.

Investment income earned on temporary investment of specific borrowings pending their expenditure on qualifying assets
is deducted from the borrowing cost eligible for capitalization.

Other borrowing costs are expensed in the period in which they are incurred.

n) Employee Stock Option (ESOP)

IDFC Asset Management Company Limited (“IDFC AMC”), a subsidiary of the Company, introduced IDFC AMC Employee
Stock Option Scheme, 2020 (“ESOS 2020”) to enable the employees of IDFC AMC to participate in the future growth and
financial success of the IDFC AMC. IDFC Financial Holding Limited (an immediate parent of IDFC AMC) has right to buy
back the shares from the employees as per the terms of the scheme. On applying the guidance under Ind AS 102 the said
scheme is classified as “cash settled” in the standalone financial statements of the Company.

226 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

However, the employees of IDFC AMC are not providing services to the Company; so there is no share-based payment
remuneration expense recorded in the IDFC FHCL’s separate financial statements. Instead, the share-based payment
transaction results in a debit to ‘investment in subsidiary’; and a corresponding liability is recorded at fair value at each
reporting date using the principles of Cash settled share based payments under Ind AS 102.

o) Contingencies
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company or a present obligation that arises from past events where it is either not probable that an outflow
of resources will be required to settle or a reliable estimate of the amount cannot be made.

p) Earnings per share

i) Basic earnings per share is calculated by dividing:
- the profit attributable to equity shareholders of the Company

- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus
elements in equity shares issued during the year.

ii) Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account:

- the after income tax effect of interest and other financing costs associated with dilutive potential equity shares,
and

- the weighted average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.

q) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. See note 21 for segment information presented.

r) Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest “Lakhs” as per the
requirement of Schedule III, unless otherwise stated.

s) Contributed equity
Equity shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.

t) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the
discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting
period.

u) Use of estimates
The estimates and judgments used in the preparation of the financial statements are continuously evaluated by the
Company and are based on historical experience and various other assumptions and factors (including expectations
of future events) that the Company believes to be reasonable under the existing circumstances. Differences between
actual results and estimates are recognised in the period in which the results are known/materialised. The said
estimates are based on the facts and events, that existed as at the reporting date, or that occurred after that date but
provide additional evidence about conditions existing as at the reporting date.

The areas involving critical estimates or judgements are:

• estimation of current tax expense and current tax payable (see note 17)

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 227
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

2 CASH AND CASH EQUIVALENTS (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Balances with banks:
In current accounts 53 36
In deposit accounts 4,655 21,370
Total 4,708 21,406

2a. BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE (` in Lakhs)
As at As at
March 31, 2023 March 31, 2022
Balances with banks:
In deposit accounts 21,850 -
Total 21,850 -

3 INVESTMENTS* (` in Lakhs)
As at As at
March 31, 2023 March 31, 2022
Investments measured at cost
Associates 1,055,076 835,446
Total (A) - Gross 1,055,076 835,446
(Less): Impairment loss allowance - -
Total (A) - Net 1,055,076 835,446
Investments outside India - -
Investments in India 1,055,076 835,446
Total (B) - Gross 1,055,076 835,446
(Less): Impairment loss allowance - -
Total (B) - Net 1,055,076 835,446
* See Note 19 for detailed breakup.

4 OTHER FINANCIAL ASSETS (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Interest accrued on deposits 105 14
Other receivables - 5
Total 105 19

5 INCOME TAX ASSETS (NET) (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Advance payment of income tax 505 618
[Net of provision for tax of ` 11,580 lakhs (March 31, 2022: ` 11,580 lakhs)]
Total 505 618

228 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

6 ASSET CLASSIFIED HELD FOR SALE (` in Lakhs)

Quantity As at Quantity As at
March 31, 2023 March 31, 2022
Investment in subsidiaries:
Unquoted Equity Shares (Fully paid)
IDFC Asset Management Company Limited [see - - 26,790,450 92,980
note (i) and note 25]
IDFC AMC Trustee Company Limited - - 50,000 8
Total - 92,988

(i) Investment in subsidiaries

a) The Board of Directors of IDFC Limited (‘Holding Company’) and IDFC FHCL (‘the Company’) at their respective meetings held
on April 06, 2022, have inter alia considered binding bids received in connection with divestment of IDFC Asset Management
Company Limited (‘IDFC AMC’) along with IDFC AMC Trustee Company Limited (‘IDFC AMC Trustee’) and have approved sale
of the entire shareholding of IDFC AMC and IDFC AMC Trustee held by the Company to a consortium comprising of Bandhan
Financial Holding Limited, Lathe Investment Pte. Ltd. (affiliate of GIC), Tangerine Investments Limited, Infinity Partners (affiliates
of ChrysCapital) (‘Proposed Transaction’). The consideration for the Proposed Transaction is ` 450,000 lakhs on a fully diluted
basis and subject to customary price adjustments at the closure. This consideration is in addition to receipt of ` 24,915 lakhs as
dividend from IDFC AMC in March 2022.

It was highly probable that the said sale transaction would be completed in the next 12 months. Accordingly the investment in
IDFC AMC and IDFC AMC trustee was classified as assets held for sale as on March 31, 2022.

All the requisite regulatory and other approvals, as applicable have been received and the Proposed Transaction is completed
on January 31, 2023. IDFC FHCL sold 27,636,940 shares (including 846,490 shares purchased from employees on exercise of
ESOPs at a price of ` 1,625 per share) in IDFC AMC and 50,000 shares in IDFC AMC Trustee to the consortium for consideration
of ` 449,000 lakhs and ` 50 lakhs respectively. With the conclusion of the transaction, post January 31, 2023, IDFC AMC, IDFC
AMC Trustee and IDFC Investment Managers (Mauritius) Limited are no more subsidiaries of the Company.

b) The Board of Directors of the Company vide its approval dated January 05, 2023 approved purchase of 861,560 equity shares
of IDFC AMC offered by IDFC AMC employees at a price of ` 1,625 per share. The Company then purchased total 846,490
shares from employees at ` 1,625 per share amounting to ` 13,755 lakhs. Total no.of shares in IDFC AMC stood at 27,636,940
shares on the date of sale.

7 PAYABLES (` in Lakhs)
As at As at
March 31, 2023 March 31, 2022
Trade payables:
- Trade payable - micro enterprises and small enterprises - -
- Trade payable - other than micro enterprises and small enterprises* 3,340 43
Total 3,340 43

* Represents undisputed unbilled dues.

The information as required under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) has been
determined to the extent such parties have been identified on the basis of information received from suppliers regarding their
status under the said act as available with the Company and is as follows:

As at As at
March 31, 2023 March 31, 2022
Outstanding principal amount and interest due to suppliers registered under MSMED Act
and remaining unpaid at the year end:
- Principal amount - -
- Interest due thereon - -
Interest paid other than under section 16 of MSMED Act, to suppliers registered under - -
MSMED Act, beyond the appointed day during the period.
Interest paid under section 16 of MSMED Act, to suppliers registered under MSMED Act, - -
beyond the appointed day during the period.

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 229
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

Amount of interest due and payable (where the principal has already been paid but interest - -
has not been paid).
The amount of interest accrued and remaining unpaid at the end of each accounting year. - -
The amount of further interest remaining due and payable even in succeeding years, until - -
such date when the interest dues as above are actually paid to the small enterprise, for the
purpose of disallowance as a deductible expenditure under section 23 of MSMED Act.

8 INCOME TAX LIABILITIES (NET) (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Provision for income tax 55 -
[Net of advance tax of ` 36,652 lakhs (March 31, 2022: ` Nil)
Total 55 -

9 OTHER NON-FINANCIAL LIABILITIES (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Statutory dues payables 306 9
Total 306 9

10 LIABILITIES CLASSIFIED AS HELD FOR SALE (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Share based payment liability (see note 6 and note 25) - 5,607
Total - 5,607

11A. EQUITY SHARE CAPITAL (` in Lakhs)

As at March 31, 2023 As at March 31, 2022

Number ` in Lakhs Number ` in Lakhs
Authorised shares
Equity shares of ` 10 each 10,000,000,000 1,000,000 10,000,000,000 1,000,000
Issued, subscribed & fully paid-up shares
Equity shares of ` 10 each 9,029,240,000 902,924 9,029,240,000 902,924
Total 9,029,240,000 902,924 9,029,240,000 902,924

a) Movements in equity share capital

As at March 31, 2023 As at March 31, 2022
Number ` in Lakhs Number ` in Lakhs
Outstanding at the beginning of the year 9,029,240,000 902,924 9,029,240,000 902,924
Shares issued during the year - - - -
Outstanding at the end of the year 9,029,240,000 902,924 9,029,240,000 902,924

b) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to
one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of
the Company, after distribution of all preferential amounts. However, no such preferential amounts exists currently. The distribution
will be in proportion to the number of equity shares held by the shareholders. The dividend proposed by the board of directors is
subject to the approval of shareholders at the ensuing annual general meeting, except in case of interim dividend.

c) Details of shares held by holding company and shareholders holding more than 5% of the shares in the Company

Equity shareholders As at March 31, 2023 As at March 31, 2022

Number % holding Number % holding
IDFC Limited and its nominees 9,029,240,000 100% 9,029,240,000 100%

230 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

d) Details of promoter holding

Equity shareholders Shares held by promoters at the end of the year
As at March 31, 2023 As at March 31, 2022
Number % holding Number % holding
Name of the promoter

IDFC Limited and its nominees 9,029,240,000 100% 9,029,240,000 100%

There has been no change in the promoter holding during the current year and previous year.

11B. OTHER EQUITY (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Retained earnings 70,144 18,100
Special Reserve u/s. 45-IC of RBI Act,1934 105,475 23,794
Total 175,619 41,894

a) Retained earnings
As at As at
March 31, 2023 March 31, 2022
Opening balance 18,100 (3,756)
Net profit for the period 326,725 29,141
Less : Interim dividend paid (193,000) -
Less: Transfer to special reserve u/s 45IC (81,681) (7,285)
Closing balance 70,144 18,100

b) Special Reserve u/s. 45-IC of RBI Act,1934

As at As at
March 31, 2023 March 31, 2022
Opening balance 23,794 16,509
Add: Transferred from surplus in Statement of Profit and Loss 81,681 7,285
Closing balance 105,475 23,794

11C. NATURE AND PURPOSE OF RESERVE

a) Special reserves u/s 45-IC of RBI Act, 1934
As per section 45-IC of RBI Act, 1934, every non-banking financial company (NBFC) shall create a reserve fund and transfer therein
a sum not less than twenty five per cent (25%) of its net profit every year as disclosed in the profit and loss account and before
any dividend is declared. No appropriation of any sum from the reserve fund shall be made by the non-banking financial company
except for the purpose as may be specified by RBI.

12 INTEREST INCOME (` in Lakhs)

Year ended Year ended
March 31, 2023 March 31, 2022
On financial assets measured at amortised costs:
Interest on deposits with banks [see note 26] 2,360 30
Interest on inter corporate deposits [see note 26] 50 -
Total 2,410 30

13 GAIN ON SALE OF INVESTMENT IN SUBSIDIARIES (` in Lakhs)

Year ended Year ended
March 31, 2023 March 31, 2022
Gain on sale of investment in subsidiaries [see note 6(i)] 347,915 -
Total (A) 347,915 -
Realised 347,915 -
Unrealised - -
Total (B) 347,915 -

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 231
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

14 FINANCE COSTS (` in Lakhs)

Year ended Year ended
March 31, 2023 March 31, 2022
Interest expense on Inter corporate deposits [see note 26] 36 463
Total 36 463

15 EMPLOYEE BENEFITS EXPENSES (` in Lakhs)

Year ended Year ended
March 31, 2023 March 31, 2022
Salaries, wages and bonus 68 92
Total 68 92

16 OTHER EXPENSES (` in Lakhs)

Year ended Year ended
March 31, 2023 March 31, 2022
Rates and taxes 619 14
Insurance Charges 3 -
Professional fees 3,398 34
Directors' sitting fees 13 31
Commission to directors 43 25
Demat charges β β
Auditors' remuneration [see note (a) below] 6 6
Shared Service Cost 4 4
Miscellaneous expenses 2 3
Total 4,088 117

(` in Lakhs)
a) Breakup of Auditors’ remuneration Year ended Year ended
March 31, 2023 March 31, 2022
Audit fees 2 2
Tax audit fees 1 1
Other services 3 2
Certification charges β 1
Out-of-pocket expenses β β
Total 6 6

17 INCOME TAX
a) The components of income tax expense for the years ended March 31, 2023 and March 31, 2022 are: (` in Lakhs)
Year ended Year ended
March 31, 2023 March 31, 2022
Current Tax
Current tax on profit for the year 36,707 4,240
Adjustment in respect of current tax of prior years 7 1
Total current tax expense 36,714 4,241

b) Reconciliation of the total tax charge

The tax charge shown in the statement of profit and loss differs from the tax charge that would apply if all profits had been
charged at India corporate tax rate. A reconciliation between the tax expense and the accounting profit multiplied by India’s
domestic tax rate for the years ended March 31, 2023 and March 31, 2022 is, as follows:

232 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

(` in Lakhs)
Year ended Year ended
March 31, 2023 March 31, 2022
Accounting profit before tax 363,439 33,382
Tax at India’s statutory income tax rate of 25.17% (previous year 25.17%) 91,478 8,402
Tax effect of the amount which are not taxable:
- Expenses disallowed on account of section 57 of the Income Tax Act, 1961 - 117
- Tax adjustment of earlier years 7 1
- Impact of income taxed at different rate (50,416) -
- Income not taxed under 80M benefit [see note 17(d)] (4,356) (4,279)
- Others 1 -
Income tax expense at effective tax rate 36,714 4,241
Effective tax rate 10.10% 12.70%

c) Taxation Laws (Amendment) Ordinance 2019, had inserted section 115BAA in the Income Tax Act, 1961, providing existing domestic
companies with an option to pay tax at a concessional rate of 22% plus applicable surcharge and cess. Once exercised, such an
option cannot be withdrawn for the same or subsequent AYs.
These financial results are prepared on the basis that the Company has availed the option to pay income tax at the lower rate.
Consequently, the Company has recognized Provision for Income Tax for the years ended March 31, 2023 and March 31, 2022 basis
the revised rate of 25.17%.

d) The Board of the Company had declared its first interim dividend of ` 0.188 /- per share on April 06, 2022 and the same amounting
to ` 17,000 lakhs was paid on April 08, 2022 and had declared second interim dividend of ` 1.95 /- per share on January 31, 2023
amounting to Rs 176,000 lakhs which was paid on February 01, 2023.
Taxable income of the Company is reduced by ` 17,306 lakhs on account of deduction u/s 80 M of the Income Tax Act, 1961.
80M: “Where the gross total income of a domestic company in any previous year includes any income by way of dividends from
any other domestic company, a deduction of the amount of dividend distributed as dividend one month prior to the due date of
filing return.”

18 EARNINGS PER SHARE (EPS)

Year ended Year ended
March 31, 2023 March 31, 2022
(a) Basic and diluted earnings per share
Profit attributable to the equity holders of the Company (` in lakhs) 326,725 29,141
(b) Weighted average number of shares used as the denominator
Weighted average number of equity shares used as the denominator in calculating 9,029,240,000 9,029,240,000
basic and diluted earnings per share
Total basic earnings per share attributable to the equity holders of the Company (In `) 3.62 0.32

19 INVESTMENTS (` in Lakhs)
Face Quantity As at Quantity As at
value (`) March 31, 2023 March 31, 2022
Investment in Associates
Quoted Equity Shares
IDFC FIRST Bank Limited [see note (i) and (ii)] 10 2,646,438,348 1,055,076 2,268,937,489 835,446
Total 1,055,076 835,446

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 233
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

i) As per RBI Guidelines for Licensing of New Banks in the Private Sector dated February 22, 2013 (“RBI Guidelines”), “The NOFHC
shall initially hold a minimum of 40% of the paid-up voting equity capital of the bank which shall be locked in for a period of five
years”. Thus, IDFC FHCL was required to hold equity holding in IDFC FIRST Bank upto 40% till October 1, 2020.

Reserve Bank of India (“RBI”) has, vide its letter No.DOR..HOL.No.SUO-75590/16.01.146/2021-22 dated July 20, 2021, clarified that
after the expiry of lock-in period of 5 years, IDFC Limited, the Holding Company can exit as the promoter of IDFC FIRST Bank
Limited.

Since the five years of lock- in period is completed, the Company had written letters to IDFC FIRST Bank Limited (“IDFC FIRST
Bank”) with respect to Unlocking Value for shareholders of the Holding Company. The Board of Directors of IDFC FIRST Bank at
their meeting held on December 30, 2021 has confirmed that they are “In-principle” in favour of Merger of ‘IDFC’ and ‘IDFC FHCL’
with ‘IDFC FIRST Bank’. The said corporate restructuring activity shall be subject to approval by the Board of Directors of entities
involved, shareholders, creditors and other necessary statutory/regulatory approvals.

The Board of Directors of the Company and IDFC Limited (‘the Holding Company’) , at their respective meetings held on March
18, 2023, have appointed a) registered valuer for recommendation of fair share exchange ratio; b) merchant banker for issuance
of fairness opinion on the share exchange ratio; c) law firm for conducting legal due diligence, drafting and finalizing scheme of
amalgamation and filing regulatory applications.

The Board of Directors of the Company and the Holding Company, at their respective meetings held on February 06, 2023 had
approved subscribing to 377,500,859 equity shares of face value of ` 10/- each fully paid-up of IDFC FIRST Bank Limited on a
preferential basis at a price of ` 58.18/- per equity share , amounting to ` 219,630 lakhs. In this connection, on March 23, 2023 the
Company subscribed and has been allotted 377,500,859 equity shares of face value of ` 10/- each fully paid- up. With this, the
Company will hold 39.99% of the Bank’s paid up equity share capital.

As required under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Guidelines”) the pre-preferential
equity shares shall be under lock in for a period of 90 trading days and the fresh subscribed shares under the preferential allotment
shall be locked in for a period of 18 months from the date of trading approval.

20 CAPITAL MANAGEMENT
The Company considers total equity as shown in the balance sheet including retained profit to be managed capital. The Company
aim to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimise returns to
shareholders. The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to
maintain investor, creditors and market confidence and to sustain future development.

21 SEGMENT INFORMATION
The Company is domiciled in India. The Company is registered as a “non-operative financial holding company” with the RBI. Since
the Company does not have any operating activities, there are no reportable segments as identified under Ind AS 108.

a) Segment revenue
The Company operates as a single segment. The segment revenue is measured in the same way as in the statement of profit and
loss.
(` in Lakhs)
Year ended Year ended
March 31, 2023 March 31, 2022
Segment revenue
- India 17,306 34,024
- Outside India - -
Total 17,306 34,024
* There is only one party who contributed more than 10% of total operating revenue of the Company amounting to ` 17,306 lakhs.
(Previous year: ` 34,024 lakhs)

b) Segment assets and segment liabilities (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Segment assets - India 1,082,244 950,477
Segment liabilities - India 3,701 5,659

234 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

22 CONTINGENT LIABILITIES (` in Lakhs)

As at As at
March 31, 2023 March 31, 2022
Claims not acknowledged as debts in respect of:
Income-tax demands disputed by the Company (net of amounts provided) 128 128
(i) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and postemployment received
Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and
subsequently on November 13, 2020 draft rules were published and invited for stakeholders’ suggestions. However, the date on
which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into
effect and will record any related impact in the period the Code becomes effective.

23 FAIR VALUE MEASUREMENT

a) Financial instruments by category
The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income
and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in
notes to the financial statements.

As at March 31, 2023

FVTPL Amortised cost
Financial Assets:
Cash and cash equivalents - 4,708
Bank balances other than cash and cash equivalents above - 21,850
Other financial assets - 105
Total financial assets - 26,663

Financial Liabilities:
Trade and other payables - 3,340
Total Financial Liabilities - 3,340

As at March 31, 2022

FVTPL Amortised cost
Financial Assets:
Cash and cash equivalents - 21,406
Other financial assets - 19
Total financial assets - 21,425

Financial Liabilities:
Trade and other payables - 43
Total Financial Liabilities - 43

The Equity instruments in subsidiaries and associates are measured at cost and not included in the above table.

b) Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are
recognised and measured at fair value. The fair value of financial assets are classified into three categories i.e. Level 1, 2 or 3
depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active market
for identical assets or liabilities (level 1 measurements) and lowest priority to unobservable inputs (level 3 measurements).

All financial assets and liabilities are measured at amortised cost and are classified under level 3. Being short term in nature, their
carrying amount is considered a reasonable approximation of their fair value.

24 FINANCIAL RISK MANAGEMENT

The Company is exposed primarily to liquidity risks which may adversely impact the fair value of its financial instruments. The
Company has a risk management policy which covers risks associated with the financial assets and liabilities.

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 235
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

a) Credit Risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual
obligations, and arisen principally from its investment transactions. Cash and cash equivalents, bank deposits are held with only
high rated banks/financial institutions, credit risk on them is perceived to be low:

b) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The following
table shows the maturity analysis of financial liabilities of the Company based on contractually agreed undiscounted cash flows
as at the balance sheet date:
(` in Lakhs)
As at March 31, 2023 Note Less than 12 Total
months
Trade payables 7 3,340 3,340
Total 3,340 3,340
(` in Lakhs)
As at March 31, 2022 Note Less than 12 Total
months
Trade payables 7 43 43
Total 43 43

25 EMPLOYEE SHARE BASED PAYMENTS

A Employee stock option scheme (cash settled) - IDFC Asset Management Company Limited
Pursuant to the resolution passed by the members at Extra Ordinary General Meeting dated December 24, 2019 IDFC Asset
Management Company Limited (“IDFC AMC”), a subsidiary of the Company, introduced IDFC AMC Employee Stock Option
Scheme, 2020 (“ESOS 2020”) to enable the employees of IDFC AMC to participate in the future growth and financial success
of the IDFC AMC. The scheme restricts the transferability of shares exercised by the employees. IDFC Financial Holding Limited
(an immediate parent of IDFC AMC) has right to buyback the shares from the employees as per the terms of the scheme. On
applying the guidance under Ind AS 102 the said scheme is classified as “cash settled” in the standalone financial statements of
the Company.

a) The fair value of the options was determined using the Black-Scholes model using the following inputs at March 31, 2022:

(i) Grant date - September 1, 2021

As at As at
March 31, 2023 March 31, 2022
Stock Price (`) - 1,680
Volatility - 0.44
Riskfree Rate - 0.06
Exercise Price (`) - 1,186
Time To Maturity (In Years) - 4.92
Dividend yield - 0.08
Option Fair Value - 537

(ii) Grant date - December 1, 2021

As at As at
March 31, 2023 March 31, 2022
Stock Price (`) - 1,680
Volatility - 0.44
Riskfree Rate - 0.06
Exercise Price (`) - 1,443
Time To Maturity (In Years) - 5.17
Dividend yield - 0.08
Option Fair Value - 464

236 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

(iii) Grant date - January 1, 2020

As at As at
March 31, 2023 March 31, 2022
Stock Price (`) - 1,680
Volatility - 0.46
Riskfree Rate - 0.05
Exercise Price (`) - 699
Time To Maturity (In Years) - 3.25
Dividend yield - 0.08
Option Fair Value - 789

(iv) Grant date - April 1, 2020

As at As at
March 31, 2023 March 31, 2022
Stock Price (`) - 1,680
Volatility - 0.46
Riskfree Rate - 0.06
Exercise Price (`) - 699
Time To Maturity (In Years) - 3.51
Dividend yield - 0.08
Option Fair Value - 780

(v) Grant date - October 1, 2020

As at As at
March 31, 2023 March 31, 2022
Stock Price (`) - 1,680
Volatility - 0.45
Riskfree Rate - 0.06
Exercise Price (`) - 699
Time To Maturity (In Years) - 4.01
Dividend yield - 0.08
Option Fair Value - 758

b) Set out below is a summary of options granted under the plan based on exercise price:

As at March 31, 2023 As at March 31, 2022

Average exercise Number of Average exercise Number of
price (`) options price (`) options
Opening balance 699 602,000 699 604,000
Granted during the year - - 1,280 27,500
Exercised during the year 699 (487,500) - -
Forfeited during the year 699 (63,000) 699 (29,500)
Lapsed/expired during the year - - - -
Transferred on account of sale to Bandhan 699 (51,500) - -
consortium
Closing balance - - 699 602,000
Vested and exercisable - - - -

The weighted average share price at the date on which options were exercised during the year ended March 31, 2023 was ` 699.03
(previous year ` Nil).

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 237
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

c) Share options outstanding at the end of the year have the following expiry date and exercise prices:
Grant date Expiry date Exercise price Outstanding Outstanding
as at as at
March 31, 2023 March 31, 2022
1-Sep-21 1-Sep-28 1,186 - 17,500
1-Dec-21 1-Dec-28 1,443 - 10,000
1-Jan-20 1-Jan-28 699 - 555,500
1-Apr-20 1-Apr-28 699 - 7,500
1-Oct-20 1-Oct-28 699 - 11,500
Total - 602,000
Weighted average remaining contractual life of options outstanding at end of period - 5.86

B Employee stock option scheme (cash settled) - IDFC Asset Management Company Limited
Pursuant to the resolution passed by the members at Extra Ordinary General Meeting dated September 7, 2017 IDFC Asset
Management Company Limited (“IDFC AMC”), a subsidiary of the Company, introduced Employee Stock Option Scheme, 2017
(“ESOS - 2017) to enable the employees of IDFC AMC to participate in the future growth and financial success of the IDFC AMC.
The scheme restricts the transferability of shares exercised by the employees. IDFC Financial Holding Limited (an immediate
parent of IDFC AMC) has right to buyback the shares from the employees as per the terms of the scheme. On applying the
guidance under Ind AS 102 the said scheme is classified as “cash settled” in the standalone financial statements of the Company.

a) The fair value of the options was determined using the Black-Scholes model using the following inputs at March 31, 2022:

(i) Grant date - April 11, 2018

As at As at
March 31, 2023 March 31, 2022
Stock Price (`) - 1,680
Volatility - 0.29
Riskfree Rate - 0.05
Exercise Price (`) - 965
Time To Maturity (In Years) - 1.53
Dividend yield - 0.08
Option Fair Value - 612

(ii) Grant date - November 6, 2017

As at As at
March 31, 2023 March 31, 2022
Stock Price (`) - 1,680
Volatility - 0.30
Riskfree Rate - 0.05
Exercise Price (`) - 965
Time To Maturity (In Years) - 1.80
Dividend yield - 0.08
Option Fair Value - 604

(III) Grant date - September 9, 2017

As at As at
March 31, 2023 March 31, 2022
Stock Price (`) - 1,680
Volatility - 0.29
Riskfree Rate - 0.05
Exercise Price (`) - 965
Time To Maturity (In Years) - 1.72
Dividend yield - 0.08
Option Fair Value - 606

238 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

b) Set out below is a summary of options granted under the plan based on exercise price:
As at March 31, 2023 As at March 31, 2022
Average exercise Number of Average exercise Number of
price (`) options price (`) options
Opening balance 965 365,680 965 387,960
Granted during the year - - - -
Exercised during the year 965 (357,390) 965 (1,600)
Forfeited during the year 965 (8,290) 965 (20,680)
Lapsed/expired during the year - - - -
Closing balance - - 965 365,680
Vested and exercisable - - 965 365,680

The weighted average share price at the date on which options were exercised during the year ended March 31, 2023 was ` 964.69
(previous year ` 1,106.06).

c) Share options outstanding at the end of the year have the following expiry date and exercise prices:
Expiry date Exercise price Outstanding Outstanding
as at as at
Grant date March 31, 2023 March 31, 2022
9-Sep-17 9-Sep-25 965 - 346,260
6-Nov-17 6-Nov-25 965 - 9,420
11-Apr-18 11-Apr-26 965 - 10,000
Total - 365,680
Weighted average remaining contractual life of options outstanding at end of period - 3.47

C Amount recognised as increase in investment:

Under the group share based payment arrangement, the total increase in the investment in IDFC AMC for the year ended March
31, 2023 amounted to ` (5,607) Lakhs (previous year ` 3,853 Lakhs). Since the investment is sold in current year, the ESOP effect
given in the investment till last year is fully reversed

26 RELATED PARTY TRANSACTIONS

a) Holding Company
IDFC Limited
The list of related parties with whom transactions have taken place during the year
b) Subsidiaries
Direct
IDFC Asset Management Company Limited (upto January 30, 2023)
IDFC AMC Trustee Company Limited (upto January 30, 2023)

c) Associate
IDFC FIRST Bank Limited

d) Key Management Personnel

Mr. Bimal Giri - Chief Executive Officer (upto December 31, 2022)
Ms. Anita Belani - Independent director (upto November 08, 2021)
Ms. Anita Belani - Nominee director (w.e.f November 09, 2021)
Dr. Jaimini Bhagwati - Independent director (upto December 27, 2021)
Ms. Sudha Krishnan - Independent director (w.e.f June 16, 2021)
Mr. Ajay Sondhi - Nominee director (w.e.f December 22, 2021)
Mr. V S Das - Independent Director (w.e.f December 28, 2021)
Mr. Vinod Rai - Nominee Director (upto September 22, 2021)
Mr. Bipin Gemani - Chief Financial Officer

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 239
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

e) Key management personnel compensation

(` in Lakhs)
Year ended Year ended
March 31, 2023 March 31, 2022
Short-term employee benefit 68 92
Long-term employee benefit - -
Total 68 92
Sitting fees and commission to directors has been disclosed as “Directors’ Sitting Fees” and “Commission to directors” respectively,
under “other expenses” in note 16. There is no other benefit paid to the directors.

f) Transactions with related parties

(` in Lakhs)
Name of the Entity Particulars Year ended Year ended
March 31, 2023 March 31, 2022
IDFC Limited Shared service cost paid 4 4
Insurance charges 3 -
Inter corporate deposits taken 10,000 1000*
Inter corporate deposits repaid (10,000) 8500*
Interest paid on inter corporate deposit 36 463*
taken
Inter corporate deposits given 7,580 -
Inter corporate deposits received back (7,580) -
Interest received on inter corporate deposit 50 -
given
Dividend paid 193,000 -
IDFC FIRST Bank Limited Interest Income 2,360 30
Fixed deposit placed 570,765 23,307
Fixed deposit matured 565,630 1,937
IDFC Asset Management Company Limited Dividend received 17,306 34,024
* These transactions were with IDFC Alternatives Limited (now merged with IDFC Limited).

g) Outstanding balances
(` in Lakhs)
Name of the Entity Particulars Year ended Year ended
March 31, 2023 March 31, 2022
IDFC FIRST Bank Limited Balance in current accounts 50 29
Balance in fixed deposits 26,505 21,370
Interest accrued on deposits 105 14
Investment in Equity shares (at cost) 1,055,076 835,446
IDFC Limited Outstanding Equity shares 902,924 902,924
Payable outstanding - 1
IDFC Asset Management Company Limited Investment in Equity shares (at cost) - 87,372
IDFC AMC Trustee Company Limited Investment in Equity shares (at cost) - 8

h) Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates. The average interest rate on the inter
corporate deposits taken during the year was 10% (previous year 10%) and average interest rate on the inter corporate deposits
given during the previous year was 10%.

i) Disclosure requirements in relation to related party transactions wide- NBFC circular RBI/2022-23/26 DOR.ACC.REC.
No.20/21.04.018/2022-23 dated April 19, 2022 are complied.
27 IDFC Financial Holding Company Limited was incorporated as a Company under the Companies Act, 2013 on November 07, 2014.
Reserve Bank of India (RBI) has granted a certificate dated June 18, 2015 to the Company permitting it to commence and carry
on the business of Non-Operative Financial Holding Company (NOFHC) (as a non-deposit taking NBFC). The following additional
information is disclosed in terms of the RBI circular (Ref No. DNBR .PD. 008 / 03.10.119 / 2016-17 dated September 01, 2016)

240 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

i) Capital to risk assets ratio (CRAR)

As at As at
March 31, 2023 March 31, 2022
CRAR (%) 99.43% 96.79%
CRAR - Tier I Capital (%) 99.43% 96.79%
CRAR - Tier II Capital (%) - -
Amount of Subordinated Debt considered as Tier-II Capital - -
Amount raised by issue of Perpetual Debt Instruments - -

ii) Asset liability management maturity pattern of certain items of assets and liabilities :
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or
settled.
(` in Lakhs)
As at March 31, 2023 As at March 31, 2022
Within 12 After 12 Total Within 12 After 12 Total
months months months months
Financial assets
Cash and cash equivalents 4,708 - 4,708 21,406 - 21,406
Bank balances other than cash and cash 21,850 - 21,850 - - -
equivalents above
Investments - 1,055,076 1,055,076 - 835,446 835,446
Other financial assets 105 - 105 19 - 19
Non-financial assets
Income tax assets (net) - 505 505 - 618 618
Assets classified as held for sale - - - 92,988 - 92,988
Total assets 26,663 1,055,581 1,082,244 114,413 836,064 950,477
Financial liabilities
Payables
(I) Trade payables
(i)  
total outstanding dues of micro - - - - - -
enterprises and small enterprises
(ii) total outstanding dues of creditors 3,340 - 3,340 43 - 43
other than micro enterprises and
small enterprises
Non-financial Liabilities
Income tax liabilities (net) 55 - 55 - - -
Other non-financial liabilities 306 - 306 9 - 9
Liabilities classified as held for sale - - - 5,607 - 5,607
Total liabilities 3,701 - 3,701 5,659 - 5,659
Net 22,962 1,055,581 1,078,543 108,754 836,064 944,818

iii) Investor group wise classification of all investments (current and non-current) in shares and securities (both quoted and
unquoted):
(` in Lakhs)
As at March 31, 2023 As at March 31, 2022
Market value / Book value Market value / Book value
Break up value net of Break up value net of
/ Fair value / provision / Fair value / provision
NAV NAV
1 Related parties
(a) Subsidiaries - - 450,000 92,988
(b) Companies in the same group 1,456,864 1,055,076 900,768 835,446
(c) Other related parties - - - -
Total 1,456,864 1,055,076 1,350,768 928,434

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 241
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

iv) Penalties / fines imposed by the RBI

During the year ended March 31, 2023 there was no penalty imposed by the RBI (Previous Year Nil).

28 THE DISCLOSURE ON THE FOLLOWING MATTERS REQUIRED UNDER SCHEDULE III AS AMENDED ON MARCH 24, 2021
NOT BEING RELEVANT OR APPLICABLE IN CASE OF THE COMPANY, SAME ARE NOT COVERED:
(i) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

(ii) No proceedings have been initiated or are pending against the Company for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(iii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.

(iv) The Company has not entered into any scheme of arrangement which has been approved by the Competent Authority
in terms of sections 230 to 237 of the Companies Act, 2013.
(v) No satisfaction of charges are pending to be filed with ROC.

(vi) There are no transactions which are not recorded in the books of account which have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.

(vii) There Company has not entered into any transaction with Struck off Companies.

(viii) There have been no revaluation of Plant, Property and Equipment during the current year.

(ix) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

a directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries) or

b provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

a directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or

b provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(xi) The Company has not advanced any loans or advances in the nature of loans to specified persons viz. promoters,
directors, KMPs, related parties; which are repayable on demand or where the agreement does not specify any terms or
period of repayment.

29 Disclosure requirement as mentioned in below circulars are not given as the Company has nothing to report in respect
to these circulars :
(i) Implementation of Indian Accounting Standards by Non Banking Financial Companies and Asset Reconstruction Companies
bearing reference number DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020.
(ii) Resolution Framework - Resolution of Covid-19 related stress as per the notification no. RBI/2020-21/16 DOR.NO.BP.
BC/3/21.04.048/2020-21 dated August 6, 2020 and RBI/2021-22/31/DOR.STR.REC.11 /21.04.048/2021-22 dated May 05,
2021.
(iii) Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 dated September 24, 2021 bearing reference numbe
RBI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22.
(iv) NBFC circular DNBR (PD) CC.No.008/03.10.119/2016-17 dated September 01, 2016 (Updated as on December 29, 2022) and
RBI/2022-23/26 DOR.ACC.REC.No.20/21.04.018/2022-23 dated April 19, 2022:
a Exposures to Capital Market.
b Disclosure of complaints.
c Ratings assigned by credit rating agencies.
d Disclosures regarding Derivatives.
e Disclosures relating to Securitization.
f Exposure to Real Estate Sector.

242 | IDFC ANNUAL REPORT 2022–23

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2023

g Details of financing of parent company products.

h Detail of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the NBFC.
i Unsecured Advances.
j Concentration of Deposits, Advances, Exposures and NPAs.
k Sector-wise NPAs.
l Overseas Assets (for those with Joint Ventures and Subsidiaries abroad).
m Off-balance sheet SPVs sponsored.
n Intra-group exposures.
o Unhedged foreign currency exposure.

30 Amounts less than ` 50,000 have been denoted by β.

For V. C. Shah & Co. For and on behalf of the Board of Directors of
Chartered Accountants IDFC Financial Holding Company Limited
(Firm Registration No: 109818W) CIN: U65900TN2014PLC097942

Viral J. Shah Ms. Sudha Krishnan Vishwavir Saran Das

Partner Director Director
Membership Number : 110120 DIN: 02885630 DIN: 03627147

Bipin Gemani Shivangi Mistry

Chief Financial Officer Company Secretary
PAN: AACPG6412A ACS: 52174
Mumbai, April 25, 2023

I D F C F I N A N C I A L H O L D I N G C O M PA N Y L I M I T E D | 243
 IDFC LIMITED
Corporate Identity Number: L65191TN1997PLC037415 info@idfclimited.com; www.idfclimited.com
Regd. Office: 4th Flr., Capitale Tower, 555 Anna Salai, Thiru Vi Ka Kudiyiruppu, Teynampet, Chennai - 600 018 Tel: +91 44 4564 4201 / 4202 / 4223
Corp. Office: 906/907, 9th Floor, Embassy Centre, Jamnalal Bajaj Road, Nariman Point, Mumbai – 400 021 Tel +91 22 2282 1549
NOTICE
NOTICE is hereby given that the Twenty Sixth Annual General
Meeting (“AGM”) of the Members of IDFC Limited (“IDFC” or “the
Company”) will be held on Thursday, August 17, 2023 at 3:00 p.m.
through Video Conferencing (“VC”) / Other Audio Visual Means
(“OAVM”), to transact the following business:
ORDINARY BUSINESS
1. To consider and adopt:
a. the audited standalone financial statements of the
Company for the financial year ended March 31, 2023
and the Reports of the Board of Directors and the
Auditors thereon; and
b. the audited consolidated financial statements of the
Company for the financial year ended March 31, 2023
and the Report of the Auditors thereon.
4.
2. To appoint a Director in place of Mr. Mahendra N Shah
(DIN: 00124629), who retires by rotation and being eligible,
offers himself for reappointment.
SPECIAL BUSINESS
3. Re-appointment of Mr. Mahendra N Shah (DIN: 00124629)
as the Managing Director
To consider, and if thought fit, to pass, the following as
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
196, 197, 198, 203 and other applicable provisions of the
Companies Act, 2013 and the Rules made thereunder
including any statutory modification(s) or re-enactment(s)
thereof for the time being in force, read with Schedule V
of the Companies Act, 2013 and Articles of Association of
the Company and pursuant to the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, as amended
from time to time and all applicable guidelines issued by
the Central Government from time to time and subject
to such other approvals, as may be necessary and on the
recommendation of the Nomination and Remuneration
Committee (“NRC”), and the Board, approval of the Members
be and is hereby accorded to re-appoint Mr. Mahendra N
Shah (DIN: 00124629), as the Managing Director (“MD”),
designated Key Managerial Personnel of the Company
w.e.f. October 01, 2023 till September 30, 2024, on the
terms and conditions approved by the Board.
244 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
RESOLVED FURTHER THAT where in any financial year,
the Company has no profits or inadequate profits the
remuneration as decided by the Board or any Committee
thereof from time to time, shall be paid to Mr. Mahendra
N Shah as per the provisions of the Companies Act, 2013
read with the applicable provisions of Schedule V of the
Companies Act, 2013 and Rules made there under.
RESOLVED FURTHER THAT Mr. Mahendra N Shah shall be
liable to retire by rotation during his tenure as MD.
RESOLVED FURTHER THAT for purpose of giving effect
to the foregoing resolution, the Board of Directors or
any Committee thereof or Ms. Shivangi Mistry, Company
Secretary & Compliance Officer of the Company, be and are
hereby authorised to do all such acts, deeds, matters and
things, as it may in its absolute discretion deem necessary,
proper or desirable and to settle any question, difficulty or
doubt that may arise in the said regard.”
Payment of the remuneration to Mr. Mahendra N Shah as the
Managing Director
To consider, and if thought fit, to pass, the following as
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 196,
197, 198, 203 and other applicable provisions of the Companies
Act, 2013 and the Rules made thereunder including any
statutory modification(s) or re-enactment(s) thereof for the
time being in force, read with Schedule V of the Companies
Act, 2013 and Articles of Association of the Company and
pursuant to the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, as amended from time
to time and all applicable guidelines issued by the Central
Government from time to time and subject to such other
approvals, as may be necessary and on the recommendation
of the Nomination and Remuneration Committee (“NRC”)
and the Board, approval of the Members be and is hereby
accorded for payment of the remuneration to Mr. Mahendra
N Shah (DIN: 00124629), as the Managing Director (“MD”),
designated Key Managerial Personnel of the Company on the
terms and conditions approved by the Board as set out in
the Explanatory Statement, for the period October 01, 2023
till September 30, 2024 including remuneration as mentioned
below:
i. Basic Salary: Rs. 10,00,000/- (Rupees Ten Lacs) per
month.
ii. Perquisites and Allowances: In addition to the Basic
NOTICE (continued)
Salary, Mr. Mahendra N Shah will also be entitled to the
perquisites and allowances like house rent allowance
or rent free furnished accommodation in lieu thereof,
variable pay / performance linked incentives, medical
reimbursement, special allowance, contribution to
provident fund, National Pension Scheme and payment
of gratuity and such other perquisites and allowances
in accordance with the rules of the Company or as may
be agreed by the Board of Directors of the Company
with Mr. Mahendra N Shah from time to time. For the
purpose of calculating the above ceiling, perquisites
and allowances shall be evaluated as per income tax
rules, wherever applicable.
RESOLVED FURTHER THAT the remuneration payable to
Mr. Mahendra N Shah, Managing Director (including salary,
perquisites, allowances, benefits) shall be in compliance
with Section 197, 198 of the Companies Act, 2013 read with
Schedule V.
RESOLVED FURTHER THAT the Board or any Committee
thereof, be and is hereby authorised to decide the
remuneration (salary, perquisites and bonus) payable to
Mr. Mahendra N Shah within the terms mentioned above.
RESOLVED FURTHER THAT Mr. Mahendra N Shah be paid
variable pay of Rs. 2 crore for FY 2022-23 and the variable
pay for the FY 2023-24 will be decided by the NRC and the
Board of Directors.
RESOLVED FURTHER THAT consent of the members be
and is hereby accorded that where in any financial year,
the Company has no profits or inadequate profits in any
financial year the remuneration as decided by the Board
or any Committee thereof from time to time, shall be
paid to Mr. Mahendra N Shah as per the provisions of the
Companies Act, 2013 read with the applicable provisions of
Schedule V of the Companies Act, 2013 and Rules made there
under.
RESOLVED FURTHER THAT for purpose of giving effect
to the foregoing resolution, the Board of Directors or
any Committee thereof or Ms. Shivangi Mistry, Company
Secretary & Compliance Officer of the Company, be and are
hereby authorised to do all such acts, deeds, matters and
things, as it may in its absolute discretion deem necessary,
proper or desirable and to settle any question, difficulty or
doubt that may arise in the said regard.”
5. Appointment of Mr. Bipin Gemani (DIN: 07816126) as the
Whole Time Director and Chief Financial Officer
To consider, and if thought fit, to pass, the following as
Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section
196, 197, 198 and 203 of the Companies Act, 2013, and any
other applicable provisions of the Companies Act, 2013,
and the Rules made thereunder including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force, read with Schedule V of the Companies
Act, 2013 and Articles of Association of the Company and
pursuant to the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, as amended from time
to time and all applicable guidelines issued by the Central
Government from time to time and subject to approval
of the members and such other approvals, as may be
necessary and on the recommendation of the Nomination
and Remuneration Committee (“NRC”), Audit Committee
and the Board, approval of the Member be and is hereby
accorded to appointment Mr. Bipin Gemani (DIN: 07816126)
having membership No. 35735 issued by the Institute of
Chartered Accountant of India (who was appointed as an
Additional Director of the Company) as the Whole Time
Director and Chief Financial Officer (WTD & CFO) of IDFC
Limited, designated Key Managerial Personnel w.e.f. July 17,
2023 till September 30, 2024.
RESOLVED FURTHER THAT where in any financial year,
the Company has no profits or inadequate profits the
remuneration as decided by the Board or any Committee
thereof from time to time, shall be paid to Mr. Bipin Gemani as
per the provisions of the Companies Act, 2013 read with the
applicable provisions of Schedule V of the Companies Act,
2013 and Rules made there under.
RESOLVED FURTHER THAT Mr. Bipin Gemani shall be liable
to retire by rotation during his tenure as WTD.
RESOLVED FURTHER THAT for purpose of giving effect
to the foregoing resolution, the Board of Directors or
any Committee thereof or Ms. Shivangi Mistry, Company
Secretary & Compliance Officer of the Company, be and are
hereby authorised to do all such acts, deeds, matters and
things, as it may in its absolute discretion deem necessary,
proper or desirable and to settle any question, difficulty or
doubt that may arise in the said regard.”
6. Payment of remuneration to Mr. Bipin Gemani, Whole Time
Director and Chief Financial Officer
To consider, and if thought fit, to pass, the following as
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
196, 197, 198, 203 and other applicable provisions of the
Companies Act, 2013 and the Rules made thereunder
including any statutory modification(s) or re-enactment(s)
thereof for the time being in force, read with Schedule V
of the Companies Act, 2013 and Articles of Association of
the Company and pursuant to the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, as amended
A G M N OT I C E | 245
NOTICE (continued)
from time to time and all applicable guidelines issued by
the Central Government from time to time and subject to
approval of members and such other approvals, as may
be necessary and recommendation of the Nomination and
Remuneration Committee (“NRC”) and Audit Committee,
approval of the Members be and is hereby accorded for
payment of the remuneration to Mr. Bipin Gemani (DIN:
07816126), as the Whole Time Director and Chief Financial
Officer (WTD & CFO) of IDFC Limited, designated Key
Managerial Personnel w.e.f. July 17, 2023 till September 30,
2024 including remuneration as mentioned below:
i. Basic Salary: Rs. 6,66,667/- (Rupees 6.67 Lacs) per
month.
ii. Perquisites and Allowances: In addition to the Basic
Salary, Mr. Bipin Gemani will also be entitled to the
perquisites and allowances like house rent allowance
or rent free furnished accommodation in lieu thereof,
variable pay / performance linked incentives, medical
reimbursement, special allowance, contribution to
provident fund, National Pension Scheme and payment
of gratuity and such other perquisites and allowances
in accordance with the rules of the Company or as may
be agreed by the Board of Directors of the Company
with Mr. Bipin Gemani from time to time. For the
purpose of calculating the above ceiling, perquisites
and allowances shall be evaluated as per income tax
rules, wherever applicable.
RESOLVED FURTHER THAT the remuneration payable to
the Whole Time Director and Chief Financial Officer (WTD &
CFO) (including salary, perquisites, allowances, benefits) shall
be in compliance with Section 197, 198 of the Companies Act,
2013 read with Schedule V.
RESOLVED FURTHER THAT the Board or any Committee
thereof, be and is hereby authorised to decide the
remuneration (salary, perquisites and bonus) payable to
Mr. Bipin Gemani within the terms mentioned above.
RESOLVED FURTHER THAT Mr. Bipin Gemani be paid the
variable pay for the FY 2023-24 as may be decided by the
NRC and the Board of Directors.
RESOLVED FURTHER THAT consent of the members be
and is hereby accorded that where in any financial year,
the Company has no profits or inadequate profits in any
financial year the remuneration as decided by the Board or
any Committee thereof from time to time, shall be paid to
Mr. Bipin Gemani as per the provisions of the Companies Act,
2013 read with the applicable provisions of Schedule V of the
Companies Act, 2013 and Rules made there under.
RESOLVED FURTHER THAT for purpose of giving effect
to the foregoing resolution, the Board of Directors or any
Committee thereof and / or Ms. Shivangi Mistry, Company
246 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
Secretary & Compliance Officer of the Company, be and are
hereby authorized to do all such acts, deeds, matters and
things, as it may in its absolute discretion deem necessary,
proper or desirable and to settle any question, difficulty or
doubt that may arise in the said regard.”
By order of the Board of Directors
Shivangi Mistry
Mumbai | July 17, 2023 Company Secretary
---------------------------------
NOTES:
1. The Ministry of Corporate Affairs (“MCA”) has vide its circular
dated May 5, 2020 read with General Circular No. 14/2020
dated April 8, 2020, No. 17/2020 dated April 13, 2020, No.
39/2020 dated December 31, 2020, No. 10/2021 dated June
23, 2021 and No. 20/2021 dated December 08, 2021, No.
21/2021 dated December 14, 2021, No. 2/2022 dated May 05,
2022 and No. 10/2022 dated December 28, 2022 as amended
from time to time (collectively referred to as “MCA Circulars”)
and the Securities and Exchange Board of India (SEBI) vide
its circular dated January 05, 2023 have permitted holding
of the Annual General Meeting of companies through
Video Conferencing or Other Audio Visual Means (“VC/
OAVM”), without physical presence of the Members at a
common venue. In compliance with applicable provisions
of the Companies Act, 2013 (“the Act”) read with the MCA
Circulars and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations” or “SEBI LODR Regulations”), the 26th
Annual General Meeting of the Company is being conducted
through Video Conferencing (“VC”) (hereinafter referred to
as “AGM’ or “e-AGM”).
2. Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 9, 2020 on “e-Voting
facility provided by Listed Companies”, e-Voting process has
been enabled to all the individual demat account holders, by
way of single login credential, through their demat accounts/
websites of Depositories / DPs in order to increase the
efficiency of the voting process. The Statement pursuant to
Section 102 of the Companies Act, 2013 with respect to the
Special Businesses set out in the Notice is annexed hereto.
Brief resume and other details of Director proposed to be
appointed / reappointed as required under Regulation 36(3)
of the SEBI LODR Regulations are given in the Exhibit to the
Notice.
3. e-AGM: Company has appointed KFin Technologies Limited
(“KFIN” or “RTA”), Registrars and Share Transfer Agents, to
provide Video Conferencing facility for the e-AGM and the
attendant enablers for conducting of the e-AGM. Individual
demat account holders would be able to cast their vote
without having to register again with the e-Voting service
NOTICE (continued)
provider (ESP) thereby not only facilitating seamless
authentication but also ease and convenience of participating
in e-Voting process. Shareholders are advised to update
their mobile number and e-mail ID with their DPs to access
e-Voting facility.
4. Pursuant to the provisions of the Act, a Member entitled to
attend and vote at the AGM is entitled to appoint a proxy
to attend and vote on his /her behalf who may or may not
be a Member of the Company. Since this AGM is being
held pursuant to the MCA Circulars through VC, physical
attendance of Members has been dispensed with. Further, as
per the MCA Circulars, the facility for appointment of proxies
by the Members will not be available for the e-AGM and hence
the Proxy Form and Attendance Slip are not annexed to this
Notice. The voting rights of Members shall be in proportion
to their shares in the paid-up equity share capital of the
Company as on the cut-off date.
5. Institutional / Corporate Shareholders (i.e. other than
individuals / HUF, NRI, etc.) are required to send a scanned
copy (PDF / JPG Format) of its Board or governing body
Resolution / Authorization etc., authorizing its representative
to attend the e-AGM on its behalf and to vote either through
remote e-voting or during the e-AGM. The said Resolution/
Authorization should be sent electronically through their
registered email address to the Scrutinizer at scrutinizer.
idfc@kfintech.com with a copy marked to shivangi.mistry@
idfclimited.com.
6. (a) Members are requested to address all correspondence,
including change in address / bank account details,
to KFin Technologies Limited [Unit: IDFC Limited],
Selenium Tower B, Plot 31-32, Gachibowli, Financial
District, Nanakramguda, Serilingampally, Hyderabad–
500 032, India. Members whose shareholding is in the
electronic mode are requested to direct change of
address notifications and updation of bank account
details to their respective Depository Participants
(“DP”).
(b) SEBI vide its circular dated April 20, 2018 has made it
mandatory for the Company to collect copy of Income
Tax Permanent Account Number (PAN) and bank
account details of all security holders holding securities
in physical form. Accordingly, all Shareholders holding
shares in physical form are requested to submit duly
attested documents to KFin.
(c) As per the provisions of Section 72 of the Act, the
facility for making nomination is available for the
Members in respect of the shares held by them.
Members who have not yet registered their nomination
are requested to register the same by submitting Form
No. SH-13. Members holding shares in physical mode can
download the nomination form by logging in https://
kprism.kfintech.com/ or write to einward.ris@kfintech.
com for the nomination registration process. Members
are requested to submit the said details to their DP in
case the shares are held by them in electronic form.
(d) Members holding shares in physical form, in identical
order of names, in more than one folio are requested to
send to the Company or KFin, the details of such folios
together with the share certificates for consolidating
their holdings in one folio. A consolidated share
certificate will be issued to such Members after making
requisite changes.
7. As per Regulation 40 of SEBI Listing Regulations, as amended,
securities of listed companies can be transferred only in
dematerialized form with effect from, April 1, 2019, except in
case of request received for transmission or transposition of
securities or mutation of names of the deceased shareholder.
In view of this and to eliminate all risks associated with physical
shares and for ease of managing their portfolio members
holding shares in physical form are requested to consider
converting their holdings to dematerialized form. Members
can contact the Company or Company’s Registrars and Share
Transfer Agents, KFin for any assistance in this regard.
8. Attending e-AGM: Member will be provided with a facility
to attend the e-AGM through video conferencing platform
provided by KFin. Members may access the same at https://
emeetings.kfintech. com/ by clicking on “Video Conference”
and access the shareholders’ / members’ login by using
the remote e-voting credentials which shall be provided as
per Note No. 18 below. Kindly refer note no. 17 below for
detailed instruction for participating in e-AGM through Video
Conferencing. The Members can join the e-AGM 15 minutes
before the scheduled time of the commencement of the AGM
by following the procedure mentioned in the Notice.
9. As per the MCA Circular up to 2000 members will be
able to join the e-AGM on a first-come-first-served basis.
However, this restriction shall not apply to large Shareholders
(Shareholders holding 2% or more shareholding), Promoters,
Institutional Investors, Directors, Key Managerial Personnel,
the Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship
Committee, Auditors, Scrutinizer etc.
10. A member’s log-in to the Video Conferencing platform
using the remote e-voting credentials shall be considered
for record of attendance of such member for the e-AGM and
such member attending the meeting will be counted for the
purpose of reckoning the quorum under Section 103 of the
Companies Act, 2013.
11. Remote e-Voting: Pursuant to the provisions of Section
108 of the Act, Rule 20 of the Companies (Management
and Administration) Rules, 2014, Regulation 44 of Listing
Regulations, and the MCA Circulars, the Company is providing
facility of remote e-voting to its Members through Company’s
Registrar and Share Transfer Agent KFin Technologies Limited.
12. Voting during the AGM: Members who are present at
the e-AGM through VC and have not cast their vote on
resolutions through remote e-voting may cast their vote
during the e-AGM through the e-voting system provided
by KFin Technologies Limited in the Video Conferencing
platform during the e-AGM. Kindly refer Note no. 19 below for
instruction for e-voting during the AGM.
13. The Company has fixed Thursday, August 10, 2023 as the
A G M N OT I C E | 247
NOTICE (continued)
cut-off date for identifying the Members who shall be eligible
to vote through remote e-voting facility or for participation
and voting in the e-AGM.
14. A person whose name is recorded in the Register of Members
or in the Register of Beneficial Owners maintained by the
depositories as on the cut-off date shall be entitled to vote
on the resolutions through the facility of Remote e-Voting or
participate and vote in the e-AGM.
15. In compliance with the aforesaid MCA Circulars and SEBI
Circulars, Notice of the e-AGM along with the Annual Report
for the financial year ended on 31st March, 2023 is being sent
only through electronic mode to those Members whose email
addresses are registered with the Company/ Depositories.
The Notice calling the AGM and the Annual Report has been
uploaded on the website of the Company at www.idfclimited.
com. The Notice can also be accessed from the websites
of the Stock Exchanges i.e. BSE Limited and National
Stock Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively where the Company’s shares
are listed. The same is also available on the website of KFin
Technologies Limited at: https://evoting.kfintech.com/.
16. Procedure for registering the email addresses and obtaining
the Annual Report, e-AGM notice and e-voting instructions by
the shareholders whose email addresses are not registered
with the Depositories (in case of shareholders holding shares
in Demat form) or with RTA (in case the shareholders holding
shares in physical form)
i. Those members who have not yet registered their email
addresses are requested to get their email addresses
registered by following the procedure given below:
a. Members holding shares in demat form can get
their e-mail ID registered by contacting their
respective Depository Participant.
b. Members holding shares in physical form may
register their email address and mobile number
with Company’s Registrar and Share Transfer
Agent, KFin Technologies Limited by sending
an e-mail request at the email ID einward.ris@
kfintech.com along with signed scanned copy of
the request letter providing the email address,
mobile number, self-attested PAN copy and copy
of share certificate for registering their email
address and receiving the Annual report, AGM
Notice and the e-voting instructions.
ii. Those members who have not registered their email
addresses with the Company’s RTA / Depository
Participants, as the case may be, are requested to
visit https://ris.kfintech.com/email_registration/ and
follow the process as mentioned on the landing page
to receive the Annual Report, AGM Notice and Voting
Instructions. In case of any queries, shareholder may
write to einward.ris@kfintech.com.
iii. Those members who have registered their e-mail
address, mobile nos., postal address and bank account
details are requested to validate/update their registered
details by contacting the Depository Participant in case
of shares held in electronic form or by contacting KFin
248 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
Technologies Limited, the Registrar and Share Transfer
Agent of the Company, in case the shares held in
physical form.
17. Instructions to the Members for attending the e-AGM through
Video Conference:
i. Attending the e-AGM: Member will be provided
with a facility to attend the e-AGM through video
conferencing platform provided by KFin Technologies
Limited. Members may access the same at logging
in https://emeetings.kfintech.com/ using the login
credentials and click on “Video Conference”. Select
the EVEN 7422 and click on the camera icon to join the
meeting.
ii. Please note that the members who do not have the User
ID and Password for e-Voting or have forgotten the User
ID and Password may retrieve the same by following the
instructions provided in remote e-Voting in Note No. 18
below.
iii. Members are encouraged to join the Meeting through
Laptops with Google Chrome for better experience.
iv. Further Members will be required to allow access to
the Camera, if any, and are requested to use Internet
with good speed to avoid any disturbance during the
meeting.
v. Please note that participants using Mobile Devices or
Tablets or Laptops and are accessing the internet via
“Mobile Hotspot” may experience Audio / Video loss
due to fluctuation in their respective networks. It is
therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches.
vi. Submission of Questions / queries prior to e-AGM:
a. Members desiring any additional information with
regard to Accounts / Annual Reports or has any
question or query are requested to write to the
Company Secretary on the Company’s investor
email-id i.e. info@idfclimited.com at least 2 days
before the date of the e-AGM so as to enable the
Management to keep the information ready. Please
note that, members questions will be answered
only if they continue to hold the shares as of cut-
off date.
b. Alternatively, shareholders holding shares as on
cut-off date may also visit https://emeetings.
kfintech.com/ and click on the tab “Post Your
Queries Here” to post their queries / views /
questions in the window provided, by mentioning
their name, demat account number / folio number,
email ID, mobile number. The window shall be
activated during the remote e-voting period and
shall be closed 24 hours before the time fixed for
the e-AGM.
vii. Speaker Registration before e-AGM: In addition to
above, speaker registration may also be allowed
during the remote e-voting period. Shareholders who
wish to register as speakers are requested to visit
https://emeetings.kfintech.com/ and click on ‘Speaker
Registration’ during this period. Shareholders are
NOTICE (continued)
requested to wait for their turn to be called by the
Chairman of the meeting or the moderator as the case
maybe, during the Question Answer Session. Due to
limitations of transmission and coordination during
the e-AGM, the Company may have to dispense with
or curtail the Speaker Session, hence shareholders are
encouraged to send their questions etc. in advance as
provided in note no. 17(vi) above.
viii. All documents referred to in the accompanying
explanatory statement are available for inspection upto
the date of the e-AGM on the website of the Company
at the following weblink:
http://www.idfclimited.com/investor_relations/annual_
report.htm
ix. Members who wish to inspect, the Register of Directors
and Key Managerial Personnel and their shareholding
maintained under section 170 of Companies Act, 2013
and Register of Contracts or arrangements in which
directors are interested maintained under section 189
of the Companies Act, 2013, can send an email to:
shivangi.mistry@idfclimited.com
18. Instructions for members for remote e-Voting: In compliance
with the provisions of Section 108 of the Act read with Rule
20 of the Companies (Management and Administration)
Rules, 2014, as amended and the provisions of Regulation
44 of the Listing Regulations the Members are provided
with the facility to cast their vote remotely on all resolutions
set-forth in this notice through remote e-voting platform
provided by KFin Technologies Limited (‘remote e-voting’).
Members attending the e-AGM who have not already cast
their vote by remote e-Voting shall be able to cast their
vote electronically during the meeting (e-voting) when
window for e-voting is activated upon instructions of the
Chairman
i. The remote e-voting facility will be available during the
following period:
a. Day, date and time of commencement of remote
e-voting: Friday, August 11, 2023 at 9:00 a.m.
b. Day, date and time of end of remote e-voting
beyond which remote e-voting will not be allowed:
Wednesday, August 16, 2023 at 5:00 p.m.
ii. Details of Website: https://emeetings.kfintech.com/
iii. The voting rights of the Members holding shares in
physical form or in dematerialized form, in respect
of e-voting shall be reckoned in proportion to their
share in the paid-up equity share capital as on the
cut-off date being Thursday, August 10, 2023. A
person who is not a Member as on the cut-off date
should treat Notice of this Meeting for information
purposes only.
iv. The Company is sending through email, the AGM
Notice and the Annual Report to the shareholders
whose name is recorded as on Friday, July 14, 2023
in the Register of Members or in the Register of
Beneficial Owners maintained by the depositories.
Any person who acquires shares of the Company and
becomes Member of the Company after Friday, July
14, 2023 being the date reckoned for sending the AGM
Notice & Annual Report and who holds shares as on the
cut-off date i.e. Thursday, August 10, 2023, may obtain
the User Id and password in the manner as mentioned
below:
a) If the mobile number of the Member is registered
against Folio No. / DPID Client ID, the Member may
send SMS:
MYEPWD <space> Folio number or DPID Client
ID to +91-9212993399
Example for NSDL:
MYEPWD<SPACE>IN12345612345678
Example for CDSL:
MYEPWD<SPACE>402345612345678
Example for Physical: MYEPWD<SPACE>
1234567890
If e-mail address or mobile number of the Member is
registered against Folio No./ DPID Client ID, then on
the home page of https://emeetings.kfintech. com/, the
Member may click “Forgot Password” and enter Folio
No. or DPID Client ID and PAN to generate a password.
b) Member may call KFin’s Toll free number 1-800-
3454-001.
c) Member may send an e-mail request to evoting@
kfintech.com.
v. Details of persons to be contacted for issues relating to
e-voting:
Ms. Krishna Priya M, Sr. Manager - Corporate Registry,
KFin Technologies Limited,
Unit: IDFC
Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda,
Hyderabad – 500 032.
Contact No. 040-6716 2222/ 7961 1000
Toll Free No.: 18003454001,
E-mail: priya.maddula@kfintech.com
vi. The Board of Directors has appointed Bhandari &
Associates, Company Secretaries, as the Scrutinizer,
to conduct the e-AGM through e-voting process in a
fair and transparent manner. Ms. Manisha Maheshwari
(Membership No. ACS 30224 and CP. 11031), Partner
and failing her, Mr. S N Bhandari (Membership No. FCS
761 and CP. 366), Partner, will represent Bhandari &
Associates, Company Secretaries.
19. PROCEDURE FOR REMOTE E-VOTING
i. In compliance with the provisions of Section 108 of the Act,
read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, as amended from time to time,
Regulation 44 of the SEBI Listing Regulations and in terms of
SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242
dated December 9, 2020 in relation to e-Voting Facility
Provided by Listed Entities, the Members are provided with
the facility to cast their vote electronically, through the
A G M N OT I C E | 249
NOTICE (continued)
e-Voting services provided by KFintech , on all the resolutions
set forth in this Notice. I) Login method for remote e-Voting for Individual
ii. However, in pursuant to SEBI circular no. SEBI/HO/CFD/ shareholders holding securities in demat mode.
CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting
Type of
facility provided by Listed Companies”, e-Voting process has
shareholders Login Method
been enabled to all the individual demat account holders, by
way of single login credential, through their demat accounts/ Individual 1) Users who have opted for CDSL Easi/
Shareholders Easiest facility, can login through
websites of Depositories / DPs in order to increase the holding their existing user id and password.
efficiency of the voting process. securities in Option will be made available to
iii. Individual demat account holders would be able to cast Demat mode reach e-Voting page without any
their vote without having to register again with the e-Voting with CDSL further authentication. The users to
Depository login to Easi / Easiest are requested
service provider (ESP) thereby not only facilitating seamless
to visit cdsl website www.cdslindia.
authentication but also ease and convenience of participating com and click on login icon & New
in e-Voting process. Shareholders are advised to update System Myeasi Tab.
their mobile number and e-mail ID with their DPs to access
Individual 2) After successful login the Easi /
e-Voting facility. Shareholders Easiest user will be able to see
iv. The remote e-Voting period commences Friday, August 11, holding the e-Voting option for eligible
2023. securities in companies where the evoting is
Demat mode in progress as per the information
v. The voting rights of Members shall be in proportion to their
with CDSL provided by company. On clicking
shares in the paid-up equity share capital of the Company as Depository the evoting option, the user will
on the cut-off date. be able to see e-Voting page of
vi. Any person holding shares in physical form and non- the e-Voting service provider
individual shareholders, who acquires shares of the for casting your vote during the
remote e-Voting period or joining
Company and becomes a Member of the Company after
virtual meeting & voting during the
sending of the Notice and holding shares as of the cut-off meeting. Additionally, there is also
date, may obtain the login ID and password by sending a links provided to access the system
request at evoting@Kfintech.com. However, if he / she is of all e-Voting Service Providers, so
that the user can visit the e-Voting
already registered with KFintech for remote e-Voting then
service providers’ website directly.
he /she can use his / her existing User ID and password for 3) If the user is not registered for Easi/
casting the vote. Easiest, option to register is available
vii. In case of Individual Shareholders holding securities in demat at cdsl website www.cdslindia.com
mode and who acquires shares of the Company and becomes and click on login & New System
Myeasi Tab and then click on
a Member of the Company after sending of the Notice and
registration option.
holding shares as of the cut-off date may follow steps 4) Alternatively, the user can directly
mentioned below under “Login method for remote e-Voting access e-Voting page by providing
and joining virtual meeting for Individual shareholders Demat Account Number and PAN
No. from a e-Voting link available
holding securities in demat mode.”
on www.cdslindia.com home page.
viii. The details of the process and manner for remote e-Voting The system will authenticate the
and e-AGM are explained herein below: user by sending OTP on registered
Step 1: Access to Depositories e-Voting system in case of Mobile & Email as recorded in the
individual shareholders holding shares in demat Demat Account. After successful
authentication, user will be able to
mode.
see the e-Voting option where the
Step 2: Access to KFintech e-Voting system in case of evoting is in progress and also able
shareholders holding shares in physical and non- to directly access the system of all
individual shareholders in demat mode. e-Voting Service Providers.
Step 3: Access to join virtual meetings(e-AGM) of the
Company on KFin system to participate e-AGM
and vote at the AGM.

Details on Step 1 are mentioned below:

250 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTICE (continued)
Individual 1) If you are already registered for
Shareholders NSDL IDeAS facility, please visit
holding the e-Services website of NSDL.
securities in Open web browser by typing the
demat mode following URL: https://eservices.nsdl.
with NSDL com either on a Personal Computer
Depository or on a mobile. Once the home page
of e-Services is launched, click on
the “Beneficial Owner” icon under
“Login” which is available under
‘IDeAS’ section. A new screen
will open. You will have to enter
your User ID and Password. After
successful authentication, you will
be able to see e-Voting services.
Click on “Access to e-Voting” under
e-Voting services and you will be
able to see e-Voting page. Click on
company name or e-Voting service
provider name and you will be re-
directed to e-Voting service provider
website for casting your vote during
the remote e-Voting period or joining
virtual meeting & voting during the
meeting.
Individual 2) If the user is not registered for
Shareholders IDeAS e-Services, option to register
holding is available at https://eservices.nsdl.
securities in com. Select “Register Online for
demat mode IDeAS “Portal or click at https://
with NSDL eservices.nsdl.com/SecureWeb/
Depository IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL.
Open web browser by typing the
following URL: https://www.evoting.
nsdl.com/ either on a Personal
Computer or on a mobile. Once the
home page of e-Voting system is
launched, click on the icon “Login”
which is available under ‘Shareholder/
Member’ section. A new screen will
open. You will have to enter your
User ID (i.e. your sixteen digit demat
account number hold with NSDL),
Password/OTP and a Verification
Code as shown on the screen. After
successful authentication, you will be
redirected to NSDL Depository site
wherein you can see e-Voting page.
Click on company name or e-Voting
service provider name and you will
be redirected to e-Voting service
provider website for casting your
vote during the remote e-Voting
period or joining virtual meeting &
voting during the meeting.
Individual You can also login using the login
Shareholders credentials of your demat account through
(holding your Depository Participant registered with
securities NSDL / CDSL for e-Voting facility. After
in demat Successful login, you will be able to see
mode) login e-Voting option. Once you click on e-Voting
through their option, you will be redirected to NSDL
Depository / CDSL Depository site after successful
Participants authentication, wherein you can see
(DP) e-Voting feature. Click on company name or
e-Voting service provider name and you will
be redirected to e-Voting service provider
website for casting your vote during the
remote e-Voting period or joining virtual
meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID /
Password are advised to use Forget User ID and Forget Password
option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat
mode for any technical issues related to login through Depository
i.e. CDSL and NSDL:
Login type Helpdesk details
Individual Members facing any technical issue in
Shareholders login can contact CDSL helpdesk by
holding sending a request at helpdesk.evoting@
securities in cdslindia.com or contact at toll free no.
Demat mode 1800 22 55 33
with CDSL
Individual Members facing any technical issue in
Shareholders login can contact NSDL helpdesk by
holding sending a request at evoting@nsdl.co.in
securities in or call at toll free no.: 1800 1020 990 and
Demat mode 1800 22 44 30
with NSDL
Details on Step 2 are mentioned below:
II) Login method for e-Voting for shareholders other than
Individual’s shareholders holding securities in demat mode
and shareholders holding securities in physical mode.
(A) Members whose email IDs are registered with the Company/
Depository Participant(s), will receive an email from KFIN
which will include details of E-Voting Event Number (EVEN),
USER ID and password. They will have to follow the following
process:
i. Launch internet browser by typing the URL: https://
emeetings.kfintech.com/
ii. Enter the login credentials (i.e. User ID and password).
In case of physical folio, User ID will be EVEN (E-Voting
Event Number) 7422, followed by folio number. In case
of Demat account, User ID will be your DP ID and Client
ID. However, if you are already registered with KFintech
for e-voting, you can use your existing User ID and
password for casting the vote.
iii. After entering these details appropriately, click on
“LOGIN”.
A G M N OT I C E | 251
NOTICE (continued)
iv. You will now reach password change Menu wherein you
are required to mandatorily change your password. The
new password shall comprise of minimum 8 characters
with at least one upper case (A- Z), one lower case (a-
z), one numeric value (0-9) and a special character (@,
#, $, etc.). The system will prompt you to change your
password and update your contact details like mobile
number, email ID etc. on first login. You may also enter
a secret question and answer of your choice to retrieve
your password in case you forget it. It is strongly
recommended that you do not share your password
with any other person and that you take utmost care to
keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select
the “EVEN” i.e., ‘7422 - AGM” and click on “Submit”
vii. On the voting page, enter the number of shares (which
represents the number of votes) as on the Cut-off
Date under “FOR/AGAINST” or alternatively, you may
partially enter any number in “FOR” and partially
“AGAINST” but the total number in “FOR / AGAINST”
taken together shall not exceed your total shareholding
as mentioned herein above. You may also choose the
option ABSTAIN. If the Member does not indicate either
“FOR” or “AGAINST” it will be treated as “ABSTAIN” and
the shares held will not be counted under either head.
viii. Members holding multiple folios/demat accounts shall
choose the voting process separately for each folio/
demat accounts.
ix. Voting has to be done for each item of the notice
separately. In case you do not desire to cast your vote
on any specific item, it will be treated as abstained.
x. You may then cast your vote by selecting an appropriate
option and click on “Submit”.
xi. A confirmation box will be displayed. Click “OK” to
confirm else “CANCEL” to modify. Once you have voted
on the resolution(s), you will not be allowed to modify
your vote. During the voting period, Members can
login any number of times till they have voted on the
Resolution(s).
xii. Corporate / Institutional Members (i.e. other than
Individuals, HUF, NRI etc.) are also required to send
scanned certified true copy (PDF Format) of the Board
Resolution / Authority Letter etc., authorizing its
representative to attend the AGM through VC / OAVM on
its behalf and to cast its vote through remote e-voting.
together with attested specimen signature(s) of the
duly authorised representative(s), to the Scrutinizer
at email id: bhandariandassociates@gmail.com with a
copy marked to evoting@kfintech.com. The scanned
image of the above-mentioned documents should be in
the naming format “Corporate Name_Even No.”
Details on Step 3 are mentioned below:
III) Instructions for all the shareholders, including Individual,
other than Individual and Physical, for attending the AGM of
252 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
the Company through VC / OAVM and e-Voting during the
meeting.
i. Member will be provided with a facility to attend the
AGM through VC / OAVM platform provided by KFIN.
Members may access the same at https://emeetings.
kfintech.com/ by using the e-voting login credentials
provided in the email received from the Company /
KFin. After logging in, click on the Video Conference
tab and select the EVEN of the Company. Click on the
video symbol and accept the meeting etiquettes to
join the meeting. Please note that the members who
do not have the User ID and Password for e-Voting or
have forgotten the User ID and Password may retrieve
the same by following the remote e-Voting instructions
mentioned above.
ii. Facility for joining AGM though VC/ OAVM shall open
atleast 15 minutes before the commencement of the
Meeting.
iii. Members are encouraged to join the Meeting through
Laptops/ Desktops with Google Chrome (preferred
browser), Safari, Internet Explorer, Microsoft Edge,
Mozilla Firefox 22.
iv. Members will be required to grant access to the
webcam to enable VC / OAVM. Further, Members
connecting from Mobile Devices or Tablets or through
Laptop connecting via Mobile Hotspot may experience
Audio / Video loss due to fluctuation in their respective
network. It is therefore recommended to use Stable Wi-
Fi or LAN Connection to mitigate any kind of aforesaid
glitches.
v. As the AGM is being conducted through VC / OAVM,
for the smooth conduct of proceedings of the AGM,
Members are encouraged to express their views /
send their queries in advance mentioning their name,
demat account number / folio number, email id, mobile
number at info@idfclimited.com. Questions / queries
received by the Company till August 16, 2023 shall only
be considered and responded during the AGM.
vi. The Members who have not cast their vote through
remote e-voting shall be eligible to cast their vote
through e-voting system available during the AGM.
E-voting during the AGM is integrated with the VC /
OAVM platform. The Members may click on the voting
icon displayed on the screen to cast their votes.
vii. A Member can opt for only single mode of voting i.e.,
through Remote e-voting or voting at the AGM. If a
Member casts votes by both modes, then voting done
through Remote e-voting shall prevail and vote at the
AGM shall be treated as invalid.
viii. Facility of joining the AGM through VC / OAVM shall be
available for at least 2000 members on first come first
served basis.
ix. Institutional Members are encouraged to attend and
vote at the AGM through VC / OAVM.
NOTICE (continued)
21. OTHER INSTRUCTIONS
I. Speaker Registration: The Members who wish to speak
during the meeting may register themselves as speakers
for the AGM to express their views. They can visit https://
emeetings.kfintech.com and login through the user id and
password provided in the mail received from Kfintech. On
successful login, select ‘Speaker Registration’ which will be
opened from Friday, August 11, 2023 to Wednesday, August
16, 2023 (evoting window period). Members shall be provided
a ‘queue number’ before the meeting. The Company reserves
the right to restrict the speakers at the AGM to only those
Members who have registered themselves, depending on the
availability of time for the AGM.
II. Post your Question: The Members who wish to post their
questions prior to the meeting can do the same by visiting
https://emeetings.kfintech.com. Please login through the user
id and password provided in the mail received from Kfintech.
On successful login, select ‘Post Your Question’ option which
will be opened from Friday, August 11, 2023 to Wednesday,
August 16, 2023. (evoting window period).
III. In case of any query and / or grievance, in respect of voting
by electronic means, Members may refer to the Help &
Frequently Asked Questions (FAQs) and E-voting user
manual available at the download section of https://evoting.
kfintech.com (KFintech Website) or contact Ms. Krishana
Priya M., Senior Manager Corporate Registery, at evoting@
kfintech.com or call KFintech’s toll free No. 1-800-3094-001
for any further clarifications.
IV. The Members, whose names appear in the Register of
Members / list of Beneficial Owners as on Thursday, August
10, 2023, being the cut-off date, are entitled to vote on the
Resolutions set forth in this Notice. A person who is not a
Member as on the cut-off date should treat this Notice for
information purposes only. Once the vote on a resolution(s)
is cast by the Member, the Member shall not be allowed to
change it subsequently.
V. In case a person has become a Member of the Company after
dispatch of AGM Notice but on or before the cut-off date for
E-voting, he / she may obtain the User ID and Password in the
manner as mentioned below:
i. If the mobile number of the member is registered against
Folio No. / DP ID Client ID, the member may send SMS:
MYEPWD <space> E-Voting Event Number+Folio No. or
DP ID Client ID to 9212993399
1. Example for NSDL:
2. MYEPWD <SPACE> IN12345612345678
3. Example for CDSL:
4. MYEPWD <SPACE> 1402345612345678
5. Example for Physical:
6. MYEPWD <SPACE> XXXX1234567890
ii. If e-mail address or mobile number of the member is
registered against Folio No. / DP ID Client ID, then on
the home page of https://emeetings.kfintech.com/
forgotpassword.aspx, the member may click “Forgot
Password” and enter Folio No. or DP ID Client ID and
PAN to generate a password.
iii. Members who may require any technical assistance or
support before or during the AGM are requested to
contact KFintech at toll free number 1-800-309-4001 or
write to them at evoting@kfintech.com .
VI. The results of the electronic voting shall be declared to the
Stock Exchanges after the AGM. The results along with the
Scrutinizer’s Report, shall also be placed on the website of
the Company.
VII. Procedure for Registration of email and Mobile: securities in
physical mode
Physical shareholders are hereby notified that based ion
SEBI Circular number: SEBI/HO/MIRSD/MIRSD-PoD-1/P/
CIR/2023/37, dated March 16th, 2023, All holders of physical
securities in listed companies shall register the postal address
with PIN for their corresponding folio numbers. It shall be
mandatory for the security holders to provide mobile number.
Moreover, to avail online services, the security holders can
register e-mail ID. Holder can register / update the contact
details through submitting the requisite ISR 1 form along with
the supporting documents.
ISR 1 Form can be obtained by following the link: https://ris.
kfintech.com/clientservices/isc/default.aspx.
1. ISR Form(s) and the supporting documents can be provided
by any one of the following modes.
a) Through ‘In Person Verification’ (IPV): the authorized
person of the RTA shall verify the original documents
furnished by the investor and retain copy(ies) with IPV
stamping with date and initials; or
b) Through hard copies which are self-attested, which can
be shared on the address below; or
Name KFIN Technologies Limited
Address Selenium Building, Tower-B,
Plot No 31 & 32, Financial District,
Nanakramguda, Serilingampally,
Hyderabad, Rangareddy,
Telangana India - 500 032.
c) Through electronic mode with e-sign by following the
link: https://ris.kfintech.com/clientservices/isc/default.
aspx#.
Detailed FAQ can be found on the link: https://ris.kfintech.com/
faq.html
For more information on updating the email and Mobile details
for securities held in electronic mode, please reach out to the
respective DP(s), where the DEMAT a/c is being held.
A G M N OT I C E | 253
NOTICE (continued)
ANNEXURE TO NOTICE Sr..
No. Sale of business/ assets Completed
Statement pursuant to Section 102 (1) of the Others
Companies Act, 2013 setting out all material facts:
Special dividend to IDFC sharehold-
1. February 2023
ers at Rs.11/- per share
Item no. 3
Subscribed to Preferential offer
Based on the recommendation of the Nomination and Remuneration
made by IDFC FIRST Bank (“Bank”) February- March
Committee (“NRC”) the Board of Directors of IDFC Limited (“IDFC”) 2.
to increase IDFC holding in Bank to 2023
or (“the Company”) at its meeting held on August 24, 2022 approved 39.99%
the appointment of Mr. Mahendra N Shah (DIN: 00124629) as Scheme of Amalgamation between
the Managing Director of IDFC Limited from October 01, 2022 till IDFC Financial Holding Company
3. July 03, 2023
September 30, 2023. The NRC and the Board also approved variable Limited, IDFC Limited and IDFC
pay to Mr. Shah not exceeding 50% of fixed remuneration CTC. FIRST Bank Limited

The Shareholders of the Company, at its 25th AGM held on Based on the recommendation of the NRC and subject to approval
September 27, 2022, approved appointment of Mr. Mahendra N of the shareholders at this meeting, the Board of Directors of the
Shah (DIN: 00124629) as the Managing Director with effect from Company, at its meeting held on July 17, 2023 approved the re-
October 01, 2022 till September 30, 2023. The term of Mr. Shah appointment of Mr. Mahendra N Shah as the MD of IDFC from
will expire on September 30, 2023. Mr. Shah took over the charge October 01, 2023 till September 30, 2024 on such terms and
as the MD after resignation of Mr. Sunil Kakar. He has been able conditions as mentioned in the resolution set out in item no. 3.
to execute the strategic plans of the Company as decided by the
Board and shareholders. The Company needs to unlock the value Mr. Mahendra N Shah has confirmed that he satisfies the conditions
for shareholders of IDFC and to do corporate restructuring as per provided under Part I of Schedule V to the Companies Act, 2013
the directions / approvals of the regulatory authority. Mr. Shah has and is not disqualified from being appointed as a Director in terms
a key role for proposed restructuring. of Section 164 of the Companies Act, 2013 and has consented to
act as Director of the company. He is not debarred from holding
The Board of Directors of IDFC FHCL, IDFC and IDFC FIRST Bank office of Director by virtue of any SEBI order or any other authority.
approved the Scheme of Amalgamation of IDFC FHCL and IDFC
with IDFC FIRST Bank whereby IDFC shareholders would be issued The profile of Mr. Mahendra N Shah in terms of the Secretarial
155 equity shares of IDFC FIRST Bank for every 100 equity shares Standards on General Meetings (SS-2) issued by the Institute of
of IDFC held by them. The amalgamation is subject to getting all Company Secretaries of India and details of his remuneration last
regulatory and other approvals including from NCLT Chennai. The drawn have been provided in the Exhibit to this Notice.
whole process may take further 9 to 12 months.
This resolution for re-appointment of Mr. Shah is a separate
Most of the non-core entities / investments / assets of the IDFC Resolution and is in addition to the Resolution No. 4 for approving
Group have been divested between October 2022 till March 2023, his remuneration.
as per the details below:
Mr. Mahendra N Shah is a qualified professional and is not related
to any Director / major Shareholder.
Sr..
No. Sale of business/ assets Completed
Except Mr. Mahendra N Shah, none of the Directors or Key
Detachment of IDFC Foundation
Managerial Personnel and / or their relatives, are in any way,
along with i.e. Delhi Integrated
Multi-Modal Transit System financial or otherwise, interested or concerned in this resolution.
1. October 2022
Limited (DIMTS) & Infrastructure
Development Corporation The Board of Directors recommend passing of Ordinary Resolution
(Karnataka) Limited (IDeCK) as set out in Item No. 3 for approval of the Shareholders.
Sale of equity shares held in October 2022 &
2.
Novopay Solutions Pvt. Ltd. March 2023 Item no. 4
Merger of three wholly owned Pursuant to Section 197 of the Companies Act, 2013 (the Act), the
subsidiaries i.e. IDFC Alternatives total managerial remuneration payable by a public company, to its
3. Limited, IDFC Projects Limited and November 2022 Directors, including Managing Director and Whole Time Director,
IDFC Trustee Company Limited with and its Manager in respect of any financial year, shall not exceed
IDFC Limited
11% of net profits of that Company for that financial year computed
Sale of IDFC Asset Management as per provisions of Section 198 of the Act, as detailed hereunder:
Company Limited (IDFC AMC)
4. January 31, 2023
and IDFC AMC Trustee Company
Limited to Bandhan Consortium

254 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTICE (continued)
A. To Managing Director / Whole-time Director / Manager:
Maximum Remuneration in any
Condition financial year
Company with one Managing
5% of the net profits of the
Director (MD)/ Whole-time
company.
Director (WTD)/ Manager
Company with more than one 10% of the net profits of the
MD/WTD/ Manager company.
B. To other Directors who are neither Managing Directors nor
Whole-time Directors:
Maximum Remuneration in
Condition any financial year
1% of the net profits of the
If there is a MD/WTD/Manager
company.
3% of the net profits of the
If there is no MD/WTD/Manager
company.
As per the Companies (Amendment) Act, 2017, w.e.f. 12th September
2018, the companies may pay remuneration exceeding the aforesaid
limit of 11%, subject to the provisions of Schedule V to the Act, as
well as other above limits, with the approval of the members of the
Company in general meeting by way of Special Resolution.
The Shareholders of the Company, at its 25th AGM held on
September 27, 2022, appointed Mr. Mahendra N Shah (DIN:
00124629) as the Managing Director with effect from October 01,
2022 till September 30, 2023. The term of Mr. Mahendra N Shah will
expire on September 30, 2023. Mr. Mahendra N Shah took over the
charge as MD after resignation of Mr. Sunil Kakar. He has been able
to execute the strategic plans of the Company as decided by the
Board and shareholders. The Company needs to unlock the value for
shareholders of IDFC and to do corporate restructuring as per the
directions / approvals of the regulatory authority. Mr. Shah has a key
role for proposed restructuring. The shareholders had approved the
variable pay to Mr. Shah not exceeding 50% of fixed remuneration
CTC. Considering his performance, Nomination and Remuneration
Committee (”NRC”) and the Board at its meeting held on April
18, 2023 and May 04, 2023 respectively considered and approved
Rs. 2 crore as variable pay for FY 2022-23 subject to approval of
the Shareholders at the ensuing AGM. It was also agreed that his
variable pay for FY 2023-24 will be decided by NRC and the Board.
Based on above facts, the NRC recommended the remuneration
payable to the Managing Director w.e.f. October 01, 2023 till
September 30, 2024. Considering the recommendation of the NRC,
subject to approval of the shareholders at this meeting, the Board
of Directors of the Company, at its meeting held on July 17, 2023
approved the re-appointment of Mr. Mahendra N Shah as the MD
of IDFC Limited from October 01, 2023 till September 30, 2024 and
his remuneration on such terms and conditions as mentioned in the
resolution set out in item no. 3 and 4.
The Company is only a Holding / Investment Company and does
not have any business / operations. The strategic plan for the
company is to simplify the corporate structure and unlock value
for the shareholders. In the process, the Company may / may not
have adequate profits for each financial year. Accordingly, approval
of the shareholders is sought by way of special resolution so that,
in case the Company has no profits or inadequate profits at the
end of any financial year, the remuneration as decided by the
Board or any Committee thereof from time to time, may be paid
to Mr. Mahendra N Shah as per the provisions of the Companies
Act, 2013 read with the applicable provisions of Schedule V of the
Companies Act, 2013 and Rules made thereunder from time to time.
Disclosures pursuant to Schedule V Part II, Section II clause (B)
of the Companies Act 2013
I. General information:
(1) Nature of industry - NBFC-IC
(2) Date or expected date of commencement of commercial
production - Not Applicable
(3) In case of new companies, expected date of
commencement of activities as per project approved by
financial institutions appearing in the prospectus - Not
Applicable
(4) Financial performance based on given indicators - Refer
Boards Report
(5) Foreign investments or collaborations, if any - Not
Applicable
II. Information about the appointee:
(1) Background details - Refer detailed profile in Exhibit to
Notice
(2) Past remuneration - Refer detailed remuneration in
Exhibit to Notice
(3) Recognition or awards - Refer detailed profile in Exhibit
to Notice
(4) Job profile and his suitability - Refer Exhibit to Notice
(5) Remuneration proposed - Refer Exhibit to Notice
(6) Comparative remuneration profile with respect to
industry, size of the company, profile of the position
and person (in case of expatriates the relevant details
would be with respect to the country of his origin) -
IDFC is listed entity without any Promoter and GOI is
single largest Shareholder. As on date, it is in process
of corporate simplification to unlock the value for its
Shareholder. Therefore, being special case there are no
comparitive numbers available.
(7) Pecuniary relationship directly or indirectly with the
company, or relationship with the managerial personnel
15[or other director], if any - Not Applicable
III. Other information:
(1) Reasons of loss or inadequate profits - The Company
is in the process of Corporate Restructuring Mode and
does not have any business activity
(2) Steps taken or proposed to be taken for improvement -
Not Applicable
(3) Expected increase in productivity and profits in
measurable terms - Not Applicable
The profile of Mr. Mahendra N Shah in terms of the Secretarial
Standards on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India and details of his remuneration last
drawn have been provided in the Exhibit to this Notice.
Mr. Mahendra N Shah is a qualified professional and is not related
to any Director / major Shareholder.
Except Mr. Mahendra N Shah, none of the Directors or Key
A G M N OT I C E | 255
NOTICE (continued)
Managerial Personnel and / or their relatives, are in any way,
Sr.
financial or otherwise, interested or concerned in this resolution. No. Sale of business / assets Completed

The Board of Directors recommend passing of a Special Resolution
as set out in Item No. 4 for approval of the Shareholders.
Item no. 5
Based on the recommendation of the Nomination and Remuneration
Committee (“NRC”) the Board of Directors of IDFC Limited (“IDFC”)
or (“the Company”) at its meeting held on July 17, 2023 approved the
appointment of Mr. Bipin Gemani (DIN: 07816126) as the Whole Time
Director and Cheif Financial Officer of IDFC Limited from July 17, 2023
till September 30, 2024.
Mr. Bipin Gemani is working with IDFC Limited since 1997 and
currently holds position of Cheif Financial Officer of the Company.
He is incharge of the entire finance, accounting, taxation and
regulatory reporting and also plays a key role in simplifying
corporate structure of IDFC Limited to unlock value for shareholder.
He has over 40 years of work experice.
The Board of Directors of IDFC FHCL, IDFC and IDFC FIRST Bank
approved the scheme of amalgamation of IDFC FHCL and IDFC
with IDFC FIRST Bank whereby IDFC shareholders would be issued
155 equity shares of IDFC FIRST Bank for every 100 equity shares
of IDFC held by them. The amalgamation is subject to getting all
regulatory and other approvals including from NCLT Chennai. The
whole process may take further 9 to 12 months.
Most of the non-core entities / investments / assets of the IDFC
Group have been disinvested between October 2022 till March
2023, as per the details below:
Sr.
No. Sale of business / assets Completed
Detachment of IDFC Foundation
along with i.e. Delhi Integrated
Multi-Modal Transit System
1. October 2022
Limited (DIMTS) & Infrastructure
Development Corporation
(Karnataka) Limited (IDeCK)
Scheme of Amalgamation between
IDFC Financial Holding Company
3. July 03, 2023
Limited, IDFC Limited and IDFC
FIRST Bank Limited
Based on the recommendation of the NRC and subject to approval
of the shareholders at this meeting, the Board of Directors of
the Company, at its meeting held on July 17, 2023 approved the
appointment of Mr. Bipin Gemani as the Whole Time Director and
Chief Financail Officer of IDFC from July 17,, 2023 till September 30,
2024 on such terms and conditions as mentioned in the resolution
set out in item no. 5.
Mr. Bipin Gemani has confirmed that he satisfies the conditions
provided under Part I of Schedule V to the Companies Act, 2013
and is not disqualified from being appointed as a Director in terms
of Section 164 of the Companies Act, 2013 and has consented to
act as Director of the company. He is not debarred from holding
office of Director by virtue of any SEBI order or any other authority.
The profile of Mr. Bipin Gemani in terms of the Secretarial Standards
on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and details of his remuneration last drawn have
been provided in the Exhibit to this Notice.
This resolution for appointment of Mr. Bipin Gemani is a separate
Resolution and is in addition to the Resolution No. 6 for approving
his remuneration.
Mr. Bipin Gemani is a qualified professional and is not related to
any Director / major Shareholder.
Except Mr. Bipin Gemani, none of the Directors or Key Managerial
Personnel and / or their relatives, are in any way, financial or
otherwise, interested or concerned in this resolution.
The Board of Directors recommend passing of Ordinary Resolution
as set out in Item No. 5 for approval of the Shareholders.

Sale of equity shares held in October 2022 & Item no. 6

2.
Novopay Solutions Pvt. Ltd.
Merger of three wholly owned
subsidiaries i.e. IDFC Alternatives
3. Limited, IDFC Projects Limited and
IDFC Trustee Company Limited with
IDFC Limited
Pursuant to Section 197 of the Companies Act, 2013 (the Act), the
March 2023
total managerial remuneration payable by a public company, to its
Directors, including Managing Director and Whole-time Director,
and its Manager in respect of any financial year, shall not exceed
November 2022
11% of net profits of that Company for that financial year computed
as per provisions of Section 198 of the Act, as detailed hereunder:

Sale of IDFC Asset Management

A. To Managing Director / Whole-time Director / Manager:
Company (AMC) and IDFC AMC
4. January 31, 2023
Trustee Company to Bandhan Maximum Remuneration in any
Consortium Condition financial year
Others Company with one Managing
5% of the net profits of the
Special dividend to IDFC sharehold- Director (MD)/ Whole-time
1. February 2023 company.
ers at Rs.11/- per share Director (WTD)/ Manager

Subscribed to Preferential offer Company with more than one 10% of the net profits of the
made by IDFC FIRST Bank (“Bank”) February- March MD/WTD/ Manager company.
2.
to increase IDFC holding in Bank to 2023
39.99%

256 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTICE (continued)
B. To other Directors who are neither Managing Directors nor
Whole-time Directors:
Maximum Remuneration in
Condition any financial year
1% of the net profits of the
If there is a MD/WTD/Manager
company.
3% of the net profits of the
If there is no MD/WTD/Manager
company.
As per the Companies (Amendment) Act, 2017, w.e.f. 12th September
2018, the companies may pay remuneration exceeding the aforesaid
limit of 11%, subject to the provisions of Schedule V to the Act, as
well as other above limits, with the approval of the members of the
Company in general meeting by way of Special Resolution.
Based on above facts, the NRC recommended the remuneration
payable to the Whole Time Director and Chief Financial Officer
w.e.f. July 17, 2023 till September 30, 2024. Considering the
recommendation of the NRC, subject to approval of the
shareholders at this meeting, the Board of Directors of the Company,
at its meeting held on July 17, 2023 approved the appointment of
Mr. Bipin Gemani as the Whole Time Director and Chief Financial
Officer of IDFC Limited from July 17, 2023 till September 30, 2024
and his remuneration on such terms and conditions as mentioned
in the resolution set out in item no. 5 and 6.
The Company is only a Holding / Investment Company and does
not have any business / operations. The strategic plan for the
company is to simplify the corporate structure and unlock value
for the shareholders. In the process, the Company may / may not
have adequate profits for each financial year. Accordingly, approval
of the shareholders is sought by way of special resolution so that,
in case the Company has no profits or inadequate profits at the end
of any financial year, the remuneration as decided by the Board or
any Committee thereof from time to time, may be paid to Mr. Bipin
Gemani as per the provisions of the Companies Act, 2013 read with
the applicable provisions of Schedule V of the Companies Act, 2013
and Rules made thereunder from time to time.
Disclosures pursuant to Schedule V Part II, Section II clause (B)
of the Companies Act 2013
I. General information:
(1) Nature of industry - NBFC-IC
(2) Date or expected date of commencement of commercial
production - Not Applicable
(3) In case of new companies, expected date of commencement
of activities as per project approved by financial institutions
appearing in the prospectus - Not Applicable
(4) Financial performance based on given indicators - Refer
Boards Report
(5) Foreign investments or collaborations, if any - Not
Applicable
(4) Job profile and his suitability - Refer Exhibit to Notice
(5) Remuneration proposed - Refer Exhibit to Notice
(6) Comparative remuneration profile with respect to
industry, size of the company, profile of the position
and person (in case of expatriates the relevant details
would be with respect to the country of his origin) -
IDFC is listed entity without any Promoter and GOI is
single largest Shareholder. As on date, it is in process
of corporate simplification to unlock the value for its
Shareholder. Therefore, being special case there are no
comparitive numbers available.
(7) Pecuniary relationship directly or indirectly with the
company, or relationship with the managerial personnel
15[or other director], if any - Not Applicable
III. Other information:
(1) Reasons of loss or inadequate profits - The Company
is in the process of Corporate Restructuring Mode and
does not have any business activity
(2) Steps taken or proposed to be taken for improvement -
Not Applicable
(3) Expected increase in productivity and profits in
measurable terms - Not Applicable
The profile of Mr. Bipin Gemani in terms of the Secretarial Standards
on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and details of his remuneration last drawn have
been provided in the Exhibit to this Notice.
Mr. Bipin N Gemani is a qualified professional and is not related to
any Director / major Shareholder.
Except Mr. Bipin N Gemani, none of the Directors or Key Managerial
Personnel and / or their relatives, are in any way, financial or
otherwise, interested or concerned in this resolution.
The Board of Directors recommend passing of a Special Resolution
as set out in Item No. 6 for approval of the Shareholders.
By order of the Board of Directors
Shivangi Mistry
Mumbai | July 17, 2023 Company Secretary

II. Information about the appointee:

(1) Background details - Refer detailed profile in Exhibit to
Notice
(2) Past remuneration - Refer detailed remuneration in
Exhibit to Notice
(3) Recognition or awards - Refer detailed profile in Exhibit
to Notice

A G M N OT I C E | 257
NOTICE (continued)
EXHIBIT TO NOTICE
Pursuant to Regulation 36(3) of SEBI LODR Regulations, following information is furnished in respect of
Directors proposed to be appointed / reappointed.
Name of the Director Mr. Mahendra N. Shah
DIN 00124629
Date of Birth November 7, 1958
Age 64 years
Date of First Appointment October 01, 2022
Date of Re-appointment October 01, 2023
Detailed Profile including Mr. Mahendra N. Shah was the Group Company Secretary & Group Chief Compliance Officer of IDFC
Skills and Capbilities & Bank Limited and has been the Group Head - Governance, Compliance & Secretarial and Senior
Qualifications Advisor- Taxation at IDFC Limited for more than two decades. In this role, Mr. Shah has been responsible
for Secretarial, Governance and Compliance function for over 26 companies/entities of IDFC Group.
Currently he was Company Secretary & Compliance Officer of IDFC Limited since May 24, 2019.
Mr. Mahendra N Shah is the Managing Director of IDFC Limited w.e.f. October 01, 2023.
Prior to joining IDFC in 2001, Mr. Shah worked with International Paper Limited for a period of six years
as Director Finance and Company Secretary where he was in charge of finance function and regulatory
compliances. Mr. Shah has worked as Head of Taxation in SKF Bearings India Limited where he was
responsible for Direct and Indirect Taxation matters of the Company across India. He also worked for
a short period with Pfizer Ltd as Finance Officer. He has been the Managing Director of IDFC Limited
since October 01, 2022.
He completed his CA article ship training for 3 years with M/s. Bansi S. Mehta & Co, CA.

He has extensive work experience on Governance, Compliances, Accounts, Taxation & Regulatory
matters.
He is a qualified member of the Institute of Chartered Accountants of India (ICAI), the Institute of Cost
& Management Accountants of India (ICWA) and the Institute of Company Secretaries of India (ICSI).
Nature of expertise in specific He has extensive work experience on Governance, Compliances, Accounts, Taxation & Regulatory
functional area matters.
No. of Board Meetings
attended during 2022-23 / 7/7
since appointment
Directorships held in all other
1. Surekha Properties Limited
companies
Memberships (“M”)/
Chairmanships (“C”) of IDFC Limited
Committees of the Board of 1. Allotment and Share Transfer Committee – Member
all companies
Listed Entities from which the
person has resigned in the None
past three years
Number of Equity Shares held
12,00,100 (Twelve Lakh One Hundred)
in the Company
Inter-se relationship with No relationship with any Director / KMP.
other Directors / KMP Mr. Mahendra N Shah is a qualified professional and is not related to any Director / major Shareholder.
Details of Remuneration
Refer resolution mentioned in the Notice which forms part of this annual report and as per details below
sought to be paid

(Amount in Rupees)

Remuneration last drawn in

Remuneration proposed
capacity as Managing Director

Basic Salary 1,20,00,000 1,20,00,000

House Rent Allowance 30,00,000 30,00,000

Remuneration last drawn by Car related expenses 13,53,672 -
the Director (CTC) / Terms &
Condition of appointment/re- Provident Fund Contribution 14,40,000 14,40,000
appointment
National Pension Scheme 12,00,000 12,00,000

Gratuity 9,99,600 9,99,600

Other allowances 6,728 13,60,400

Gross CTC 2,00,00,000 2,00,00,000

Variable Pay Restricted to 50% of Fixed Remuneration Upto 100% of Fixed Remuneration

258 | I D F C A N N U A L R E P O R T 2 0 2 2 – 2 3
NOTICE (continued)
Pursuant to Regulation 36(3) of SEBI LODR Regulations, following information is furnished in respect of
Name of the Director
DIN
Date of Birth
Age
Date of First Appointment
Date of Re-appointment
Detailed Profile including
Skills and Capbilities &
Qualifications
Nature of expertise in specific
functional area
No. of Board Meetings
attended during 2022-23 /
since appointment
Directorships held in all other
companies
Memberships (“M”)/
Chairmanships (“C”) of
None
Committees of the Board of
all companies
Listed Entities from which the
person has resigned in the None
past three years
Number of Equity Shares held
19,05,196 (Nienteen Lakhs Five Thousand One Hundred and Ninetysix)
in the Company
Inter-se relationship with
other Directors / KMP
Details of Remuneration
sought to be paid
Remuneration last drawn by
the Director (CTC) / Terms &
Condition of appointment/re-
appointment
EXHIBIT TO NOTICE
Directors proposed to be appointed / reappointed.
Mr. Bipin Gemani
07816126
November 27, 1958
64 years
July 17, 2023
-
Mr. Bipin Gemani was CFO of IDFC Bank Limited. He joined IDFC Limited in 1997 and was a Group
Director – Finance. In this role, he was responsible for Finance & Accounts and Taxation. Prior to joining
IDFC, Mr. Gemani worked with Atlas Copco (India) Limited as GM Finance for 9 years.
Mr. Gemani is qualified Chartered Accountant from the Institute of Chartered Accountants of India
having membership no. 35735. Mr. Gemani has overall work experience of over 40 years in field of
Finance & Accounts.
Mr. Gemani is working with IDFC for more than 25 years and has been actively involved in building of
IDFC as a financial conglomerate, creation of IDFC Bank and finally dismantling the complex corporate
structure to unlock value for IDFC shareholders.
He has extensive work experience in fields of accounting, taxation and corproat restructuring.
None
1. Jetpur Somnath Tollways Private Limited
2. Uniquest Infra Ventures Private Limited
3. Novopay Solutions Private Limtied
No relationship with any Director / KMP.
Mr. Bipin Gemani is a qualified professional and is not related to any Director / major Shareholder.
Refer resolution mentioned in the Notice which forms part of this annual report and as per details below
(Amount in Rupees)
Remuneration last drawn in
Remuneration proposed
capacity as Chief Financial Officer
Basic Salary 80,00,000 80,00,000
House Rent Allowance 40,00,000 40,00,000
Provident Fund Contribution 9,60,000 9,60,000
National Pension Scheme 5,00,724 5,00,724
Gratuity 6,66,400 6,66,400
Special allowances 58,72,876 58,72,876
Gross CTC 2,00,00,000 2,00,00,000
Variable Pay 1,00,00,000 Upto 100% of Fixed Remuneration
A G M N OT I C E | 259
NOTES
NOTES
NOTES
IDFC LIMITED
IDFC L IMITE D
www.idfclimited.com 26th Annual Report
info@idfclimited.com
2022-23
REGISTERED OFFICE CORPORATE OFFICE
Capitale Tower, 4th Flr., 906/907, Embassy Centre,
555 Anna Salai, 9th Floor,
Thiru Vi Ka Kudiyiruppu, Jamnalal Bajaj Road,
Teynampet, Nariman Point,
Chennai - 600 018 Mumbai – 400 021
TEL: +91 (44) 4564 4201 / 4202 / 4223 TEL: +91 (22) 2282 1549